2021-11-15T13:09:46-06:00 2020-12-31 ERNST & YOUNG US LLP 101 E WASHINGTON ST STE 910 PHOENIX AZ 85004 990 2020-01-01 900532831 Banner Medical Group Colorado % DAVID BIXBY BANN 6027474000 2901 N CENTRAL AVE Suite 160 PHOENIX AZ 85012 CAROL KARP CFO 6027474000 2021-11-15 true CAROL KARP 999009999 PATRICK SHIELDS P01508556 6023223000 2021-11-15 2 2020 2022-09-23 18:48:47Z PATRICK RANKIN MD 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 104813290 false X WWW.BANNERHEALTH.COM X 2009 CO 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 1256 0 0 96583 44991 118699445 104318299 33635 9680 226864 440320 119056527 104813290 0 0 0 0 125293596 121012321 0 0 0 49591222 54263614 174884818 175275935 -55828291 -70462645 26420672 27825557 26181572 24137415 239100 3688142 X ASSIST BANNER HEALTH COMPLETE ITS MISSION TO MAKE HEALTH CARE EASIER, SO LIFE CAN BE BETTER BY PROVIDING INTEGRATED & COORDINATED CARE & POPULATION HEALTH MANAGEMENT. false false 167422491 0 104318299 PROVIDING INTEGRATED AND COORDINATED CARE AND POPULATION HEALTH MANAGEMENT. SEE SCHEDULE O FOR ADDITIONAL DETAILS. 167422491 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 false false true false false false false false false false false false false false false true true true false false false true 40 0 true 1256 true false 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 false X DAVID BIXBY 6027474000 2901 N CENTRAL AVENUE SUITE 160 PHOENIX AZ 85012 X David Bixby SECRETARY 8.0 40.0 X 0 1535916 664266 Maurice Lyons MD Physician 40.0 0.0 X 905709 0 39165 PATRICK RANKIN MD CEO/DIRECTOR 20.0 20.0 X X 0 728502 184240 BETH GIBBONS MD Physician 40.0 0.0 X 866347 0 38950 RYAN GRAVES MD Physician 40.0 0.0 X 845295 0 37437 Robert Vickerman MD Physician 40.0 0.0 X 831982 0 37789 NICHOLAS NOCE MD Physician 40.0 0.0 X 807198 0 41778 Dennis Bierle COO/Director 20.0 20.0 X X 0 567092 154994 Carol Karp CFO 20.0 20.0 X X 0 462081 77634 Elizabeth Avant ASSISTANT SECRETARY 8.0 40.0 X 0 144297 9769 4256531 3437888 1286022 315 true true false COMPHEALTH PO BOX 972651 DALLAS TX 753972651 Medical Staffing 1778250 WEATHERBY LOCUMS INC PO BOX 972633 DALLAS TX 753972633 Medical Staffing 1509933 VASCULAR INSTITUTE OF THE ROCKIES 1601 E 19TH Ave DENVER CO 80218 Medical Services 586475 LOCUMTENENS COM PO Box 405547 ATLANTA GA 303845547 Medical Staffing 569701 PEAK GASTROENTTEROLOGY ASSOCIATES 595 CHAPEL HILLS DR STE 303 COLORADO SPRINGS CO 80920 MEDICAL SERVICES 385000 14 10435 34556 44991 HEALTHCARE SERVICES 621111 104318299 104318299 104318299 9680 9680 0 0 440320 440320 0 440320 0 0 0 0 0 0 0 0 0 0 0 104813290 104318299 9680 0 0 0 0 0 0 105178070 103295418 1882652 2365606 2325117 40489 7815752 7590133 225619 5652893 5508878 144015 310 310 31183 31183 0 0 0 0 5398723 5362603 36120 84304 84304 997415 997415 46824 46824 0 8806353 8315655 490698 103104 103104 0 0 658576 658576 0 746394 746394 2518497 2517192 1305 CORPORATE ALLOCATIONS 10216509 11525614 -1309105 0 MEDICAL SUPPLIES 6002952 6002952 BILLING AND CODING 6104390 6104390 RECRUITMENT 1638562 1638562 10909518 10703750 205768 175275935 167422491 7853444 0 17800 8515 0 0 0 0 6047821 5645904 0 0 0 0 0 0 0 0 424480 1500 14313551 6592117 8379574 7721434 0 0 0 0 0 0 0 0 11550997 14448204 26420672 27825557 14289989 9383301 0 0 0 0 0 0 0 0 0 0 0 0 0 0 11891583 14754114 26181572 24137415 X 239100 3688142 0 0 239100 3688142 26420672 27825557 X -70462645 73911687 X false true X true false X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 154196 154196 3556003 1205264 2350739 963911 743456 220455 9216121 4461747 4754374 423320 181650 241670 7721434 RIGHT OF USE ASSETS 14448204 14448204 0 FINANCE LEASE OBLIGATIONS 14754114 14754114 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. false true false false false false false true false Carol Karp CFO 0 324728 0 116436 0 20917 0 57407 0 20227 0 539715 0 0 Dennis Bierle COO/Director 0 334563 0 231027 0 1502 0 129853 0 25141 0 722086 0 7639 Maurice Lyons MD Physician 491861 0 392805 0 21043 0 11400 0 27765 0 944874 0 0 0 Robert Vickerman MD Physician 464862 0 366000 0 1120 0 11400 0 26389 0 869771 0 0 0 David Bixby SECRETARY 0 592962 0 905578 0 37376 0 655168 0 9098 0 2200182 0 479782 Elizabeth Avant ASSISTANT SECRETARY 0 124928 0 18782 0 587 0 1970 0 7799 0 154066 0 0 PATRICK RANKIN MD CEO/DIRECTOR 0 418382 0 288712 0 21408 0 159692 0 24548 0 912742 0 37181 BETH GIBBONS MD Physician 557175 0 286821 0 22351 0 11400 0 27550 0 905297 0 0 0 RYAN GRAVES MD Physician 538024 0 287243 0 20028 0 11400 0 26037 0 882732 0 0 0 NICHOLAS NOCE MD Physician 533772 0 266703 0 6723 0 8436 0 33342 0 848976 0 0 0 SCHEDULE J, PART I, LINE 3 THE FILING ORGANIZATION, BANNER MEDICAL GROUP COLORADO (BMGC), DOES NOT COMPENSATE OR PROVIDE BENEFITS TO BMGC'S CEO. ALL COMPENSATION AND BENEFITS OF BMGC'S CEO ARE DETERMINED BY BANNER HEALTH AND PAID BY BANNER MEDICAL GROUP, BOTH RELATED TAX-EXEMPT ORGANIZATIONS. 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 1. EXEC 457(B) - COVERED APPROXIMATELY 243 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). NAME 457(F) PAYOUT EMPLOYER 457(F) DEPOSIT DAVID BIXBY $12,709 $0 PATRICK RANKIN $0 $26,547 DENNIS BIERLE $0 $21,175 CAROL KARP $0 $8,138 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 DAVID BIXBY $643,768 $479,782 PATRICK RANKIN $125,611 $0 DENNIS BIERLE $97,278 $0 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). Form 990, Part III, Line 4 BANNER MEDICAL GROUP COLORADO (BMGC) 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 PHYSICIAN EMPLOYMENT WITHIN A SINGLE ENTITY, BMGC 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. BMGC ACTIVITIES ARE PRIMARILY FUNDED THROUGH PROFESSIONAL REVENUE EARNED THROUGH THE ACTIVITIES OF THE EMPLOYED PHYSICIANS AND SUPPORT FROM BH. BMGC'S EMPLOYED PHYSICIANS PROVIDE THE FOLLOWING SERVICES: A. MOST OF THE PHYSICIANS ARE HOUSED IN BANNER HEALTH CLINICS LOCATED THROUGHOUT THE SERVICE AREA OF BH'S ACUTE CARE HOSPITALS. THESE PHYSICIANS 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 PHYSICIANS 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 BMGC'S PHYSICIANS 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 PHYSICIANS 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 BMGC'S PHYSICIANS AND ALLIED HEALTH PROVIDERS 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. Form 990, Part VI, Line 6 BANNER MEDICAL GROUP COLORADO'S (BMGC) SOLE MEMBER IS BANNER HEALTH (BH), 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 BOARD OF DIRECTORS OF BANNER HEALTH, THE SOLE MEMBER, ELECTS THE BOARD OF DIRECTORS OF BANNER MEDICAL GROUP COLORADO. ANY DIRECTOR MAY BE REMOVED BY BANNER HEALTH AT ANY TIME, WITH OR WITHOUT CAUSE. Form 990, Part VI, Line 7b 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 THE 990 IS REVIEWED BY BANNER HEALTH'S LEGAL DEPARTMENT, TAX DEPARTMENT, INTERNAL AUDIT DEPARTMENT, AND CERTAIN BANNER MEDICAL GROUP COLORADO 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 MEDICAL GROUP COLORADO HAS ADOPTED THE BANNER HEALTH 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 BANNER HEALTH'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, Lines 15a and 15b 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 COLORADO PRESIDENT AND 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 COLORADO IS ESTABLISHED BY THE BANNER MEDICAL GROUP COLORADO PRESIDENT AND CEO, IF THEY ARE EMPLOYEES OF BANNER MEDICAL GROUP COLORADO, 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 COLORADO 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 EXECUTIVES OF BANNER HEALTH AND ANY OF ITS AFFILIATES, INCLUDING THE BANNER MEDICAL GROUP COLORADO PRESIDENT AND 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 PRESIDENT AND CEO - EXERCISES OVERSIGHT OVER ALL ASPECTS OF COMPENSATION FOR THE PRESIDENT AND CEO - REVIEWS AND DETERMINES THE EXECUTIVE TOTAL COMPENSATION PHILOSOPHY OF BANNER HEALTH - ESTABLISHES THE PERMISSIBLE RANGES OF COMPENSATION FOR SENIOR EXECUTIVES AND DISQUALIFIED PERSONS, INCLUDING THE BANNER MEDICAL GROUP COLORADO PRESIDENT AND CEO - 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 PRESIDENT AND CEO'S REPORT CONCERNING THE OVERALL PERFORMANCE AND DEVELOPMENT ASSESSMENT OF THE SENIOR EXECUTIVES, INCLUDING BANNER MEDICAL GROUP COLORADO PRESIDENT AND CEO - 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 AND PERFORMS SUCH OTHER DUTIES AND DELEGATED RESPONSIBILITIES AS THE BOARD MAY ASSIGN TO THE COMMITTEE FROM TIME TO TIME. IN ADDITION, THE COMMITTEE HAS ADOPTED THE FOLLOWING BEST PRACTICES WITH RESPECT TO ITS EXECUTIVE COMPENSATION OVERSIGHT FUNCTION: RECEIVES THE REPORT OF THE VICE PRESIDENT, TOTAL COMPENSATION, REGARDING ALL MATERIAL INCENTIVE PLANS, BENEFIT PLANS AND PROGRAMS THAT APPLY TO EMPLOYEES AND PHYSICIANS GENERALLY; AND APPROVES THE BANNER HEALTH PRESIDENT AND CEO'S RECOMMENDATIONS AS TO THE COMPENSATION OF SENIOR EXECUTIVES. THE COMPENSATION COMMITTEE MAY RETAIN EXTERNAL INDEPENDENT COMPENSATION CONSULTANTS TO THE EXTENT THE COMMITTEE DEEMS NECESSARY OR APPROPRIATE TO CARRY OUT ITS RESPONSIBILITIES. IF SO ENGAGED, THE COMMITTEE HAS RESPONSIBILITY FOR APPROVING THE FEES AND THE TERMS OF ENGAGEMENT FOR THE CONSULTANTS, AS WELL AS TERMINATION OF SUCH ENGAGEMENT. TYPICALLY, THE COMMITTEE HAS ENGAGED A CONSULTANT ANNUALLY TO REVIEW AND OPINE AS TO THE REASONABLENESS OF THE PRESIDENT AND CEO'S COMPENSATION PACKAGE AND HAS ENGAGED A CONSULTANT APPROXIMATELY ONCE EVERY THREE YEARS TO REVIEW AND OPINE AS TO THE REASONABLENESS OF SENIOR EXECUTIVE AND OTHER EXECUTIVE MANAGEMENT COMPENSATION, INCLUDING THAT OF THE BANNER MEDICAL GROUP COLORADO PRESIDENT AND CEO. THE COMMITTEE PERIODICALLY 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. THE COMMITTEE MAY ALSO REQUIRE THE CONSULTANT TO VERIFY THAT IT MEETS THE DEFINITION OF "INDEPENDENT" AS DESCRIBED IN THE FORM 990 INSTRUCTIONS. COMPENSATION SURVEYS AND STUDIES ARE UTILIZED BY INDEPENDENT CONSULTANTS THAT THE COMMITTEE MAY ENGAGE FROM TIME TO TIME. 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 A, LINE 1A CERTAIN INDIVIDUALS WERE REPORTED AS KEY EMPLOYEES IN PRIOR YEARS WHO DID NOT MEET THE RESPONSIBILITY TEST REQUIRED TO BE CONSIDERED A KEY EMPLOYEE. AS SUCH, THESE INDIVIDUALS ARE NOT BEING REPORTED AS KEY EMPLOYEES. ADDITIONALLY, THESE INDIVIDUALS ARE NOT BEING REPORTED AS FORMER KEY EMPLOYEES BECAUSE THEY HAVE NEVER MET THE DEFINITION OF A "KEY EMPLOYEE" AS PER THE FORM 990 INSTRUCTIONS. 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 $73,911,687 Banner Anesthesiologists - Colorado LLC 1801 16th Street Greeley CO 80631 900933809 Medical SVCS CO 0 0 BMGC Banner Health Physicians - Colorado LLC 1801 16th Street Greeley CO 80631 900733283 Medical SVCS CO 99856708 23816942 BMGC Banner Hospital Based Physicians- CO LLC 1801 16th Street Greeley CO 80631 900733285 Medical SVCS CO 6279790 1252372 BMGC Banner Occupational Health-Colorado LLC 1801 16th Street Greeley CO 80631 900733286 Medical SVCS CO 0 0 BMGC Banner Medical Group Co Adult Sleep LLC 2901 N Central Ave Suite 160 PHOENIX AZ 85012 861396133 Medical SVCS CO 0 0 BMGC 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 Casa Grande Community Hospital FDN INC 1800 E Florence Blvd Casa Grande AZ 85122 311726569 Support AZ 501(C)(3) 7 Banner HLTH true Banner-University Medical Group 2701 E Elvira Road Tucson AZ 85756 942958258 Medical SVCS AZ 501(C)(3) 3 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 BHSM Rehabilitation LLC SEE PART VII Phoenix AZ 85012 823481322 Medical Services DE NA Banner Atlas JV LLC SEE PART VII Scottsdale AZ 85255 831276122 OP Surgery CTr AZ NA 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 true true true true true true true false false true 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