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SEE SCHEDULE O FOR ADDITIONAL INFORMATION. 498683050 true true false false false false false false false false true false false true true true false true false false false false false false false false false true false true false false false false false false false false false false false false true true true true false false true 110 0 true 3304 true false false false false false false false false false false true false X 9 4 false false false false true true true true true false false false true true true true true false false false X DAVID BIXBY 6027474000 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 X DENNIS LARAWAY DIRECTOR/TREASURER 8.0 48.0 X X 0 2071352 1100686 MARJORIE BESSEL DIRECTOR 8.0 40.0 X 0 1443780 727901 DONALD SCOTT NORLUND DIRECTOR 8.0 40.0 X 0 1321630 686939 LARRY GOLDBERG PRESIDENT/CO-CHAIRMAN 40.0 8.0 X X 1485016 0 471296 WILBER SU MD PHYSICIAN 40.0 0.0 X 1335630 0 45471 EVAN LEDERMAN MD Physician 40.0 0.0 X 1297062 0 4171 TAMIM SULTANI MD Physician 40.0 0.0 X 1195195 0 19390 RADHA GOPALAN MD Physician 40.0 0.0 X 1075639 0 26464 RISHI GOSALIA MD PHYSICIAN 40.0 0.0 X 926092 0 43231 GEORGE DAMRON VP DIVISION CFO 40.0 0.0 X 585252 0 206053 SCOTT HOFFERBER CHIEF OPERATING OFFICER 40.0 0.0 X 570248 0 97034 CAROL KARP FORMER CFO 0.0 40.0 X 0 462081 77634 JOHN HENSING MD FORMER OFFICER 0.0 0.0 X 0 181014 6758 kathy bollinger FORMER DIRECTOR 0.0 0.0 X 0 115999 13649 GUY REED DIRECTOR 40.0 0.0 X 0 0 0 LISA RUNLEY DIRECTOR/SECRETARY 4.0 0.0 X X 0 0 0 MICHAEL ABECASSIS DIRECTOR 4.0 0.0 X 0 0 0 MICHAEL DAKE CO-CHAIRMAN 4.0 0.0 X X 0 0 0 8470134 5595856 3526677 954 true true false UNIVERSITY OF ARIZONA PO BOX 210202 TUCSON AZ 85721 Medical Services 6872710 VALLEY ANESTHESIOLOGY CONS LTD 645 E MISSOURI AVE SUITE 300 PHOENIX AZ 85012 Medical Services 2145739 COMPHEALTH PO BOX 972651 DALLAS TX 753972651 Medical Staffing 2114486 WEATHERBY LOCUMS INC PO BOX 972633 DALLAS TX 753972633 Medical Staffing 1674114 SCRIBE ONE LIMITED LLC 515 E GRANT PHOENIX AZ 85004 Medical Scribe Svcs 1402478 31 1376627 193527 1570154 HEALTHCARE SERVICES 622222 429129748 429129748 429129748 12 12 0 0 600 0 600 0 600 600 0 0 0 0 0 0 0 0 0 0 0 430700514 429129748 612 1189832 1189832 0 0 0 3310678 3310678 0 391330979 391330979 7102163 7102163 19969117 19969117 18123322 18123322 0 629090 629090 0 0 0 0 36431880 35680025 751855 11820 11820 696075 696075 270051 270051 0 3298589 3298589 302762 302762 0 1308 1308 534642 534642 0 2518352 2518352 4706796 4706796 CORPORATE ALLOCATIONS 32769804 32769804 0 BILLING AND CODING 19997919 19997919 STAFF DEVELOPMENT 2176208 2176208 MEDICAL SUPPLIES 1660900 1660900 9121929 9121929 556154216 498683050 57471166 0 6154 2070 0 0 0 0 42642843 80978235 0 0 0 0 0 0 0 0 2910006 3044007 26697186 13284629 13486501 13412557 0 0 14890 14890 0 0 39832 39832 7511528 15686283 66611754 113177874 49772958 39576950 0 0 803249 1358976 0 0 0 0 0 0 0 0 0 0 10771396 19000499 61347603 59936425 X 5219158 53195780 44993 45669 5264151 53241449 66611754 113177874 X -125453702 173431000 X false true X true false X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1020000 1020000 958228 380518 577710 4980695 1917619 3063076 19503834 10986492 8517342 234429 234429 13412557 RIGHT OF USE ASSETS 15686283 15686283 0 FINANCE LEASE OBILIGATIONS 16221999 OTHER LIABILITIES 2778500 19000499 X SCHEDULE D, PART X, LINE 2 BANNER HAS NOT RECORDED ANY EXPENSE OR ACCRUED FOR ANY RELATED EXPENSE FOR ANY UNCERTAIN TAX POSITIONS. BANNER'S 2017 THROUGH 2020 TAX YEARS REMAIN SUBJECT TO EXAMINATION FOR FEDERAL INCOME TAX PURPOSES, WHEREAS THE 2016 THROUGH 2020 TAX YEARS REMAIN SUBJECT TO EXAMINATION FOR STATE TAXING JURISDICTIONS IN WHICH BANNER OPERATES. true UNIVERSITY OF ARIZONA 888 N EUCLID TUCSON AZ 85719 742652689 501(c)(3) 1189832 MEDICAL EDUCATION AND RESEARCH 1 0 SCHEDULE I, PART I, LINE 2 BANNER-UNIVERSITY MEDICAL GROUP'S (BUMG) GUIDELINES REGARDING CHARITABLE CONTRIBUTIONS TO OUTSIDE ORGANIZATIONS DIRECT US TO MAKE CONTRIBUTIONS TO OTHER ORGANIZATIONS WHOSE CHARITABLE MISSIONS ALIGN WITH BUMG'S MISSION "TO ASSIST BANNER HEALTH IN COMPLETING ITS MISSION 'TO MAKE HEALTH CARE EASIER, SO LIFE CAN BE BETTER' BY PROVIDING INTEGRATED & COORDINATED CARE & POPULATION HEALTH MANAGEMENT." IN SELECTED CIRCUMSTANCES WHEN A CONTRIBUTION IS NOT DIRECTLY LINKED TO PATIENT CARE, IT SERVES TO BETTER SUPPORT OUR COMMUNITY'S NEEDS. true true false false false false false true false LARRY GOLDBERG PRESIDENT/CO-CHAIRMAN 772842 0 688938 0 23236 0 456385 0 14911 0 1956312 0 60597 0 DONALD SCOTT NORLUND DIRECTOR 0 549523 0 749972 0 22135 0 667542 0 19397 0 2008569 0 0 JOHN HENSING MD FORMER OFFICER 0 0 0 181014 0 0 0 6758 0 0 0 187772 0 181014 DENNIS LARAWAY DIRECTOR/TREASURER 0 869044 0 1178517 0 23791 0 1079169 0 21517 0 3172038 0 557813 SCOTT HOFFERBER CHIEF OPERATING OFFICER 320366 0 224457 0 25425 0 74577 0 22457 0 667282 0 89512 0 GEORGE DAMRON VP DIVISION CFO 425257 0 159318 0 677 0 180351 0 25702 0 791305 0 23611 0 WILBER SU MD PHYSICIAN 1111684 0 201813 0 22133 0 11400 0 34071 0 1381101 0 0 0 RISHI GOSALIA MD PHYSICIAN 0 0 906106 0 19986 0 11400 0 31831 0 969323 0 0 0 CAROL KARP FORMER CFO 0 324728 0 116436 0 20917 0 57407 0 20227 0 539715 0 0 EVAN LEDERMAN MD Physician 1122640 0 150000 0 24422 0 0 0 4171 0 1301233 0 0 0 TAMIM SULTANI MD Physician 0 0 1195195 0 0 0 10338 0 9052 0 1214585 0 0 0 RADHA GOPALAN MD Physician 547615 0 501514 0 26510 0 3391 0 23073 0 1102103 0 0 0 MARJORIE BESSEL DIRECTOR 0 583311 0 794478 0 65991 0 710150 0 17751 0 2171681 0 418275 kathy bollinger FORMER DIRECTOR 0 0 0 115999 0 0 0 13647 0 2 0 129648 0 115999 SCHEDULE J, PART I, LINE 3 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. SCHEDULE J, PART I, LINE 4B THE EXECUTIVE EXEC 457(F) PLAN OF BANNER HEALTH COVERS 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). NAME 457(F) PAYOUT EMPLOYER 457(F) DEPOSIT DONALD SCOTT NORLUND $0 $69,381 MARJORIE BESSEL $63,190 $68,025 DENNIS LARAWAY $0 $115,025 SCOTT HOFFERBER $4,508 $12,452 GEORGE DAMRON $0 $16,704 CAROL KARP $0 $8,138 LARRY GOLDBERG $0 $104,221 SCHEDULE J, PART I, LINE 7 1. THE INDIVIDUALS IDENTIFIED BELOW PARTICIPATE IN A LONG-TERM INCENTIVE PLAN (LTIP) COVERING THREE-YEAR CYCLES FROM 2017-2019, 2018-2020, 2019-2021, AND 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 2020 FOR THE 2017-2019 CYCLE ARE REPORTED IN SCHEDULE J, PART II, COLUMN (B) AS BONUS & INCENTIVE COMPENSATION. AMOUNTS ACCRUED FOR 2020 FOR THE 2018-2020, 2019-2021 AND 2020-2022 CYCLES (TO BE PAID OUT IN 2021, 2022 AND 2023 RESPECTIVELY) ARE REPORTED IN SCHEDULE J, PART II, COLUMN (C) AS DEFERRED COMPENSATION. NAME LTIP ACCRUAL LTIP PAYOUT LARRY GOLDBERG $340,764 $0 DONALD SCOTT NORLUND $586,761 $0 MARJORIE BESSEL $630,725 $355,085 DENNIS LARAWAY $952,744 $557,813 JOHN HENSING, MD $6,758 $181,014 SCOTT HOFFERBER $51,052 $85,004 GEORGE DAMRON $152,247 $23,611 KATHY BOLLINGER $13,647 $115,999 2. BANNER HEALTH HAS A MANAGEMENT INCENTIVE PLAN (MIP) WHICH IS BASED ON COMPANY ACHIEVEMENT OF BASE AND STRETCH TARGETS FOR 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 2020, THERE WERE 563 MIP PARTICIPANTS. THE MIP WAS ACCRUED IN 2020 FOR THE 2020 MIP, AND PAYOUTS ON THE 2019 MIP WERE PAID IN 2020. 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). 4. THE FOLLOWING INDIVIDUALS RECEIVED SPECIAL INCENTIVE PAY DURING 2020 (INCLUDED IN SCH J, PART II, COLUMN (B)(II)): LARRY GOLDBERG $103,542 DONALD SCOTT NORLUND $195,630 SCHEDULE J, PART II SIGN ON BONUS THE FOLLOWING INDIVIDUAL RECEIVED A ONE-TIME SIGN ON BONUS IN 2020 (INCLUDED IN COLUMN (B)(II)): LARRY GOLDBERG $115,000 FORM 990, PART III, LINE 4 BANNER-UNIVERSITY MEDICAL GROUP (BUMG) IS COMPRISED OF APPROXIMATELY 700 PHYSICIANS. THE PHYSICIANS PRACTICE AT BANNER HEALTH'S HOSPITALS AND AT NUMEROUS HOSPITALS AND CLINICS ACROSS TUCSON, SOUTHERN ARIZONA, AND NEVADA. WITH THE CONNECTIONS TO THE UA COLLEGE OF MEDICINE, BUMG PHYSICIANS EDUCATE MORE THAN 500 MEDICAL STUDENTS AND TRAIN NEARLY AS MANY POSTGRADUATE MEDICAL RESIDENTS ANNUALLY. THEY ALSO CONDUCT RESEARCH AT THE UNIVERSITY OF ARIZONA'S CANCER CENTER, STEELE CHILDREN'S RESEARCH CENTER, ARIZONA ARTHRITIS CENTER, SARVER HEART CENTER, AND MANY OTHER FACILITIES AND PROGRAMS. FORM 990, PART VI, LINE 6 BANNER-UNIVERSITY MEDICAL GROUP'S SOLE MEMBER IS BANNER HEALTH, AN ARIZONA NONPROFIT 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 THE DIRECTORS OF BANNER-UNIVERSITY MEDICAL GROUP (BUMG) ARE THOSE INDIVIDUALS SERVING AS MEMBERS OF THE ACADEMIC MANAGEMENT COUNCIL (AMC) PURSUANT TO THE ACADEMIC AFFILIATION AGREEMENT DATED FEBRUARY 28, 2015 BETWEEN BANNER HEALTH (BH) AND THE ARIZONA BOARD OF REGENTS ON BEHALF OF THE UNIVERSITY OF ARIZONA. AMC MEMBERS ARE APPOINTED BY THE UNIVERSITY OF ARIZONA AND BH, BUMG'S SOLE CORPORATE MEMBER. FORM 990, PART VI, LINE 7B AS THE SOLE CORPORATE MEMBER, BANNER HEALTH RESERVES THE POWER TO MAKE OR APPROVE DECISIONS OF THE CORPORATION AS GRANTED IN THE BYLAWS SUBJECT TO SPECIFIC POWERS OF THE ACADEMIC MANAGEMENT COUNCIL. FORM 990, PART VI, LINE 11B THE 990 IS REVIEWED BY BANNER HEALTH'S LEGAL DEPARTMENT, TAX DEPARTMENT, INTERNAL AUDIT DEPARTMENT AND CERTAIN BANNER - UNIVERSITY 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 BANNER-UNIVERSITY MEDICAL GROUP (BUMG) HAS ADOPTED THE BANNER HEALTH (BH) CONFLICT OF INTEREST POLICY. THIS POLICY REQUIRES THE INTERNAL AUDIT DEPARTMENT OF BANNER HEALTH TO PROVIDE EACH PARTY WITH A DISCLOSURE QUESTIONNAIRE. THE INTERNAL AUDIT 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 BH'S CONFLICT OF INTEREST POLICY, ALL BOARD MEMBERS, OFFICERS AND THE DIRECTOR OF AUDIT SERVICES MUST DISCLOSE THE EXISTENCE OF ANY FINANCIAL INTEREST THAT MAY GIVE RISE TO A CONFLICT OF INTEREST. FORM 990, PART VI, LINE 15A & 15B BANNER-UNIVERSITY MEDICAL GROUP (BUMG) UTILIZES A COMPENSATION COMMITTEE COMPRISED OF INDEPENDENT DIRECTORS THAT EXERCISES OVERSIGHT OVER ALL ASPECTS OF THE COMPENSATION PAID TO OR FOR THE BENEFIT OF THE CEO AND ALL OTHER SENIOR EXECUTIVES OF BUMG AND ANY OF ITS AFFILIATES 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 PRESIDENT AND CEO - EXERCISES OVERSIGHT OVER ALL ASPECTS OF COMPENSATION FOR THE PRESIDENT AND CEO - REVIEWS AND DETERMINES THE EXECUTIVE TOTAL COMPENSATION PHILOSOPHY OF BUMG - 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 BUMG WITH THE PHILOSOPHY AND DESIGN COMPONENTS OF EXECUTIVE COMPENSATION - RECEIVES THE PRESIDENT AND 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 PRESIDENT AND CEO, SENIOR EXECUTIVES AND ANY OTHER DISQUALIFIED PERSONS, WHICH THE 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 THE PRESIDENT AND 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. AS STATED, THE COMPENSATION COMMITTEE RETAINS AN EXTERNAL INDEPENDENT COMPENSATION CONSULTING FIRM TO ASSIST THE COMMITTEE. IN 2011, THE COMMITTEE ENGAGED 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 PRESIDENT AND CEO, SENIOR EXECUTIVE MANAGEMENT, AND OTHER EXECUTIVE MANAGEMENT IDENTIFIED BY THE COMMITTEE AS POTENTIAL DISQUALIFIED PERSONS. THE COMMITTEE PERIODICALLY REVIEWS THE RELATIONSHIP BETWEEN BUMG 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 BUMG 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 BUMG, 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 PRESIDENT AND 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 PRESIDENT AND 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 PRESIDENT AND 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 PRESIDENT AND CEO 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 PRESIDENT AND 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 THE PRESIDENT AND CEO AND REVIEWING AND MONITORING THE COMPENSATION FOR ALL OTHER SENIOR EXECUTIVES AND TOP MANAGEMENT. THE COMPENSATION REVIEW PROCESS WAS LAST COMPLETED IN 2020. FORM 990, PART VI, LINE 19 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 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 INTERCOMPANY TRANSFERS $173,433,035 OTHER ADJUSTMENTS -$2,035 --------------------------- TOTAL $173,431,000 Banner - U Dental Services LLC 2901 N Central Ave Suite 160 Phoenix AZ 85012 901116747 Medical SVCS AZ 0 0 BUMG Banner - U Hospital Based PhysicIANS 2901 N Central Ave Suite 160 Phoenix AZ 85012 901116751 Medical SVCS AZ 42965869 3912515 BUMG Banner - U Physician Specialists LLC 2901 N Central Ave Suite 160 Phoenix AZ 85012 901116753 Medical SVCS AZ 77003580 7012024 BUMG Banner - U Primary Care PhysiciaNS LLC 2901 N Central Ave Suite 160 Phoenix AZ 85012 901116752 Medical SVCS AZ 21972634 2000850 BUMG Banner - U Super Specialists LLC 2901 N Central Ave Suite 160 Phoenix AZ 85012 901116750 Medical SVCS AZ 0 0 BUMG BANNER-UMG Integrated Health Clinic LLC 2901 N Central Ave Suite 160 Phoenix AZ 85012 901140260 Medical SVCS AZ 0 0 BUMG BANNER-UMG Tucson AP Physicians LLC 2901 N Central Ave Suite 160 Phoenix AZ 85012 901182070 Medical SVCS AZ 0 0 BUMG BANNER-UMG Pediatric Sleep LLC 2901 N Central Ave Suite 160 Phoenix AZ 85012 861268381 Medical SVCS AZ 0 0 BUMG BANNER-UMG Adult Sleep LLC 2901 N Central Ave Suite 160 Phoenix AZ 85012 861344475 Medical SVCS AZ 0 0 BUMG Banner Health 2901 N Central Ave Suite 160 Phoenix AZ 85012 450233470 Hospital AZ 501(C)(3) 3 NA false Banner Health Foundation 2901 N Central Ave Suite 160 Phoenix AZ 85012 942545356 Support AZ 501(C)(3) 7 Banner Hlth true Banner Alzheimer's Foundation 2901 N Central Ave Suite 160 Phoenix AZ 85012 204862361 Support AZ 501(C)(3) 7 Banner Hlth true Banner Medical Group 2901 N Central Ave Suite 160 Phoenix AZ 85012 900532830 Medical SVCS AZ 501(C)(3) 3 Banner Hlth true Banner Medical Group Colorado 2901 N Central Ave Suite 160 Phoenix AZ 85012 900532831 Medical SVCS CO 501(C)(3) 3 Banner Hlth true Casa Grande Community Hospital FDN 1800 E Florence Blvd Casa Grande AZ 85122 311726569 Support AZ 501(C)(3) 7 Banner Hlth true Banner-University Family Care 2901 N Central Ave Suite 160 Phoenix AZ 85012 463766901 Health INS AZ 501(C)(3) 10 Banner Hlth true Banner-University Care Advantage 2901 N Central Ave Suite 160 Phoenix AZ 85012 463757358 Health INS AZ 501(C)(3) 10 Banner Hlth true Banner Health Plan Inc 2901 N Central Ave Suite 160 Phoenix AZ 85012 843237280 HEALTH INS AZ 501(C)(4) N/A Banner Hlth true Partners in Integrated Health LLC SEE PART VII Phoenix AZ 85012 611700965 MANAGEMENT SVCS AZ NA N/A BHSM Rehabilitation LLC SEE PART VII Phoenix AZ 85012 823481322 Medical Services DE NA N/A Banner Atlas JV LLC SEE PART VII Scottsdale AZ 85255 831276122 OP Surgery CTr AZ NA N/A Banner Plan Administration Inc 445 W 5th Place Suite 101 Mesa AZ 85201 860800246 THIRD PARTY Admin AZ NA C Corp true Banner Indemnity Ltd PO Box 1051 Grand Cayman BWI CJ 450233470 Investments CJ NA Foreign Corp true Banner Health Network 2901 N Central Ave Suite 160 Phoenix AZ 85012 900750689 Accountable Care AZ NA C Corp true The University of Arizona Health Plans-U 2901 N Central Ave Suite 160 Phoenix AZ 85012 454370907 Health Insurance AZ NA C Corp true Banner Health Insurance Group Inc 2901 N Central Ave Suite 160 Phoenix AZ 85012 843248878 Health Insurance AZ NA C Corp true NMSI Inc 2901 N Central Ave Suite 160 Phoenix AZ 85012 742354291 PPO INS. PROVider CO NA C Corp true false false true false false false false false false false true true true true true true true false true BANNER HEALTH FOUNDATION c 1376627 FMV SCHEDULE R, PART III PARTNERS IN INTEGRATED HEALTH, LLC EIN: 61-1700965 ADDRESS: 2901 N. CENTRAL AVENUE, SUITE 160, PHOENIX, AZ 85012 BHSM REHABILITATION, LLC EIN: 82-3481322 ADDRESS: 2901 N. CENTRAL AVENUE, SUITE 160, PHOENIX, AZ 85012 BANNER ATLAS JV, LLC EIN: 83-1276122 ADDRESS: 10554 EAST MORNING STAR DRIVE, SCOTTSDALE, AZ 85255