2021-12-17T15:12:53-06:00 2020-09-30 346565596 ERNST & YOUNG US LLP 200 CLARENDON ST BOSTON MA 02116 990 2019-10-01 222594968 WESTERN CONNECTICUT HEALTH NETWORK AFFILIATES INC WEST 2037397000 95 LOCUST AVENUE DANBURY CT 06810 STEVEN H ROSENBERG CFO & TREASURER 2037397000 2021-12-15 1 MIKE A CINCOTTA P01595811 6172662000 2019 2022-09-23 18:48:47Z JOHN M MURPHY MD 95 LOCUST AVENUE DANBURY CT 06810 12529671 0 X WWW.WESTERNCONNECTICUTHEALTHNETWORK.ORG X 1985 CT TO PROVIDE OUTPATIENT HEALTH CARE AND AMBULANCE SERVICES TO DANBURY AND SURROUNDING TOWNS. 3 0 89 0 0 0 2043 1045 9401184 12528626 0 0 0 0 9403227 12529671 0 0 0 0 6494054 8298220 0 0 0 4469027 5663296 10963081 13961516 -1559854 -1431845 3447289 7022021 1179798 6186375 2267491 835646 WESTERN CONNECTICUT HEALTH NETWORK AFFILIATES, INC. PROVIDES OUTPATIENT HEALTH CARE SERVICES IN VARIOUS LOCATIONS AND ALSO PROVIDES AMBULANCE SERVICES TO DANBURY AND SURROUNDING TOWNS. 0 0 5948710 5469921 WESTERN CONNECTICUT HEALTH NETWORK AFFILIATES, INC. PRINCIPAL PURPOSE IS TO PROVIDE MEDICAL CARE ON AN OUTPATIENT BASIS. THE ORGANIZATION INITIATES, DEVELOPS, OPERATES AND MAINTAINS PROGRAMS DIRECTED TOWARD IMPROVING THE EFFICIENCY OF HEALTH CARE FACILITIES AND REDUCING THE HIGH COST OF HEALTH CARE TO THE PUBLIC WHILE MAINTAINING HIGH QUALITY. WESTERN CONNECTICUT HEALTH NETWORK AFFILIATES, INC. SERVES INDIVIDUALS OF ALL INCOME LEVELS AND FOLLOWS THE FINANCIAL ASSISTANCE POLICY ESTABLISHED BY ITS PARENT ORGANIZATION, WESTERN CONNECTICUT HEALTH NETWORK, INC. 6555803 6944233 EMERGENCY MEDICAL SERVICES PROVIDES AMBULANCE SERVICES TO DANBURY AND SURROUNDING TOWNS. 12504513 1 0 0 0 0 0 0 0 0 0 1 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 25 0 1 89 1 0 0 0 0 0 0 0 0 0 0 0 0 X 3 0 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 0 0 0 1 0 X KAREN DARCY 2037394593 100 RESERVE ROAD DANBURY CT 06810 X JOHN M MURPHY MD PRESIDENT (TO 12/31) 1.00 40.00 X X 0 2630052 4397460 STEVEN H ROSENBERG TREASURER 1.00 40.00 X X 0 1529199 644898 SHARON ADAMS DIRECTOR (TO 12/31) 0.50 40.00 X 0 1133062 20354 KERRY EATON CHAIRMAN (FROM 01/01) 1.00 40.00 X X 0 1069411 73766 CAROLYN MCKENNA SECRETARY (FROM 01/01) 1.00 40.00 X X 0 963570 53648 COLLEEN M SCOTT SECRETARY (TO 11/01) 1.00 40.00 X X 0 564042 41819 JENNIFER L FILIPPONE VP NETWORK OPERATIONS 3.00 40.00 X 0 441801 16458 ROBERT J BEPKO ADMINISTRATOR DIR-PHARMACY 3.00 40.00 X 0 300198 19664 MATTHEW G CASSAVECHIA DIRECTOR OF EMS 40.00 0.00 X 236768 0 45321 JOLEEN DENNISON OPER. MANAGER-DDI 40.00 0.00 X 139024 0 23164 ANDREW J MATTURRO EMS SUPERVISOR 40.00 0.00 X 133753 0 16461 WAYNE B WOODTKE EMS OPERATIONS COORDINATOR 40.00 0.00 X 108977 0 25607 KAREN A DEFRIESSE MRI TECHNOLOGIST 40.00 0.00 X 108154 0 10961 JAMES E STEAD EMS OPER. COORDINATOR 40.00 0.00 X 107397 0 39796 834073 8631335 5429377 10 0 1 0 DANBURY RADIOLOGY ASSOC PC 60 NEWTOWN ROAD 45 DANBURY CT 06810 RADIOLOGISTS 1277010 1 1045 1045 EMS SERVICES 621910 6944233 6944233 MEDICAL SERVICES 621400 5469921 5469921 STIMULUS REVENUE 900099 114472 114472 12528626 12529671 12528626 0 0 X 296943 267189 29754 6840942 6155492 685450 136639 122935 13704 495239 445616 49623 528457 475506 52951 13129 13129 9111 9111 1840328 1655927 184401 14972 13472 1500 116840 105133 11707 115207 103663 11544 1182393 1063917 118476 89252 80309 8943 30 27 3 939195 845088 94107 168141 67865 100276 EQUIPMENT RENT AND MAIN 719219 647153 72066 MEDICAL SUPPLIES 452905 452905 PROFESSIONAL MEMBERSHIP 2574 2316 258 13961516 12504513 1457003 0 438477 45302 1049030 1913285 830622 932669 13872914 12129959 1041811 1742955 2060252 87349 327558 3447289 7022021 761092 1193569 418706 4992806 1179798 6186375 X 2267491 835646 2267491 835646 3447289 7022021 -1431845 0 X 0 1 X 1 0 X 2043 1045 3088 13763126 12363900 10742345 9401184 12528626 58799181 13763126 12363900 10742345 9403227 12529671 58802269 0 0 0 58802269 13763126 12363900 10742345 9403227 12529671 58802269 1.00000 1.00000 0.00000 0.00000 X 3349345 3296914 52431 9705923 8833045 872878 817646 817646 1742955 DUE TO WCHN 4992774 DUE TO DANBURY FOUNDATION 32 4992806 X PART X, LINE 2: AS OF SEPTEMBER 30, 2020, THERE ARE NO UNRECOGNIZED TAX BENEFITS RESULTING FROM UNCERTAIN TAX POSITIONS. 1 1 0 0 0 0 0 1 0 JOHN M MURPHY MD PRESIDENT (TO 12/31) 0 1492100 0 1133596 0 4356 0 4366519 0 30941 0 7027512 0 0 STEVEN H ROSENBERG TREASURER 0 653858 0 532200 0 343141 0 605000 0 39898 0 2174097 0 311957 SHARON ADAMS DIRECTOR (TO 12/31) 0 588109 0 538683 0 6270 0 13750 0 6604 0 1153416 0 0 KERRY EATON CHAIRMAN (FROM 01/01) 0 651644 0 291322 0 126445 0 72427 0 1339 0 1143177 0 0 CAROLYN MCKENNA SECRETARY (FROM 01/01) 0 467018 0 489986 0 6566 0 13750 0 39898 0 1017218 0 0 COLLEEN M SCOTT SECRETARY (TO 11/01) 0 301317 0 212000 0 50725 0 13750 0 28069 0 605861 0 0 JENNIFER L FILIPPONE VP NETWORK OPERATIONS 0 256863 0 165000 0 19938 0 13750 0 2708 0 458259 0 0 ROBERT J BEPKO ADMINISTRATOR DIR-PHARMACY 0 208151 0 87000 0 5047 0 16226 0 3438 0 319862 0 0 MATTHEW G CASSAVECHIA DIRECTOR OF EMS 236768 0 0 0 0 0 15500 0 29821 0 282089 0 0 0 JOLEEN DENNISON OPER. MANAGER-DDI 138580 0 0 0 444 0 6831 0 16333 0 162188 0 0 0 ANDREW J MATTURRO EMS SUPERVISOR 133705 0 0 0 48 0 6735 0 9726 0 150214 0 0 0 PART I, LINE 4A DURING THE CALENDAR YEAR ENDING DECEMBER 31, 2019, COLLEEN SCOTT RECEIVED $26,808 IN SEVERANCE PAYMENTS, BIWEEKLY, STARTING DECEMBER 6, 2019 AND ENDING SEPTEMBER 25, 2020. THE PAYMENTS STARTED APPROXIMATELY 30 DAYS AFTER HER TERMINATION DATE OF NOVEMBER 1, 2019. PART VII OF THE CURRENT YEAR'S TAX RETURN REFLECTS THIS AMOUNT. 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. JOHN M. MURPHY, MD, AND STEVEN H. ROSENBERG PARTICIPATED IN THE SERP AND ACCRUED BENEFITS AS OF SEPTEMBER 30, 2020. 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. KERRY EATON PARTICIPATES IN A SERP PLAN WITH HEALTH QUEST SYSTEMS, INC. (HEALTH QUEST), A RELATED ORGANIZATION. HEALTH QUEST MADE THE FOLLOWING CONTRIBUTIONS TO THE PARTICIPANTS, WHICH ARE REPORTED ON SCHEDULE J, PART II: KERRY EATON - $65,467 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 ASSIGED TO ONE OF THE FOLLOWING TIERS, AS OF APRIL 30TH OF THE PLAN YEAR: -TIER I, CEO, SENIOR EXECUTIVE -TIER II, EXECUTIVE -TIER III, SENIOR LEADER (A) -TIER III, SENIOR LEADER (B) -TIER IV, LEADER -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 EVELUATE 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. PART III - ADDITIONAL INFORMATION THE ORGANIZATION RELIED ON A RELATED ORGANIZATION, WESTERN CONNECTICUT HEALTH NETWORK, INC. WHICH USED THE FOLLOWING METHODS DESCRIBED BELOW TO ESTABLISH TOP MANAGEMENT'S AND PHYSICIAN'S COMPENSATION: -COMPENSATION COMMITTEE -INDEPENDENT COMPENSATION -WRITTEN EMPLOYMENT CONTRACT -COMPENSATION SURVEY OR STUDY -APPROVAL BY BOARD OR COMPENSATION COMMITTEE FORM 990, PART VI, SECTION A, LINE 1 THERE ARE NO INDEPENDENT GOVERNING BOARD MEMBERS BECAUSE ALL MEMBERS OF THE GOVERNING BOARD ARE COMPENSATED BY A RELATED ORGANIZATION. HOWEVER, WESTERN CONNECTICUT HEALTH NETWORK AFFILIATES, INC. (WCHNA) IS PART OF AN INTEGRATED DELIVERY SYSTEM THAT DOES HAVE A MORE THAN MAJORITY INDEPENDENT BOARD. FURTHER THIS GOVERNANCE STRUCTURE HAS NOT CHANGED RELATIVE TO INDEPENDENCE SINCE IT WAS RECOGNIZED AS EXEMPT BY THE IRS AFTER IT WAS ORGANIZED. FORM 990, PART VI, SECTION A, LINE 6 WESTERN CONNECTICUT HEALTH NETWORK, INC. IS THE SOLE MEMBER OF WESTERN CONNECTICUT HEALTH NETWORK AFFILIATES. NUVANCE HEALTH IS THE SOLE MEMBER OF WESTERN CONNECTICUT HEALTH NETWORK, INC. FORM 990, PART VI, SECTION A, LINE 7A THE MEMBER SHALL BE RESPONSIBLE FOR ELECTING, AT THE ANNUAL MEETING OF THE MEMBERSHIP, THE MEMBERS OF THE BOARD OF DIRECTORS OF THE CORPORATION TO SERVE FOR THREE YEAR TERMS AND UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALIFIED. FORM 990, PART VI, SECTION A, LINE 7B CERTAIN FUNDAMENTAL DECISIONS TO BE UNDERTAKEN BY THE CORPORATION REQUIRE THE APPROVAL OF THE MEMBER, INCLUDING BUT NOT LIMITED TO THE FOLLOWING: 1) ELECTION OR REMOVAL OF A DIRECTOR OR AN OFFICER WHO IS NOT AN EMPLOYEE OR CONTRACTOR 2) AMENDMENT OF THE CORPORATION'S ORGANIZATIONAL DOCUMENTS 3) ADOPTION OF OR REVISIONS TO POLICY RELATING TO THE CONTROL AND SUPERVISION OF THE INVESTMENT OF THE CORPORATION'S FUNDS. 4) ADOPTION OF OR AMENDMENT TO ANY OF THE CORPORATION'S QUALIFIED OR NON-QUALIFIED BENEFIT PLAN. 5) ADOPTION OF OR REVISIONS OF SYSTEM-WIDE QUALITY, PERFORMANCE, AND CREDENTIALING STANDARDS AND PROCEDURES. 6) APPROVAL OF ALL AUDIATED FINANCIAL STATEMENTS, WHICH INCLUDES REVIEW OF THE SYSTEM-WIDE ACCOUNTING POLICIES AND CONTROLS AND THE SELECTION OF INFEPENDENT AUDITORS. 7) ADOPTION OF OR ANY MATERIAL REVISIONS TO THE CAPITAL BUDGET AND OPERATING BUDGET. 8) ADOPTION OF, REVISIONS TO, AND OVERSIGHT OF ANY SYSTEM-WIDE POLICIES AND PRACTICES RELATING TO REGULATORY COMPLIANCE. 9) ANY ASSIGNMENT FOR THE BENEFIT OF CREDITORS, FILING OF ANY PETITION IN VOLUNTARY BANKRUPTCY, FILING OF ANY PETITION ANSWER SEEKING REORGANIZATION, OR AN ARRANGMENT WITH CREDITORS UNDER FEDERAL BANKRUPTCY LAW. 10) ANY CHANGE IN THE TAX STATUS OF OR REVISION OF THE CHARITY CARE POLICIES. 11) ANY MERGER, CONSOLIDATION OR SIMILAR TRANSACTION 12) ANY INCURRENCE, ASSUMPTION, OR GUARANTEE OF ANY DEBT THE ACTIONS LISTED BELOW WHICH REQUIE APPROVAL OF THE BOARD, MUST ALSO BE APPROVED BY THE MEMBER: 1) AMENDMENT OF CERTIFICATE OF INCORPORATION OF THE CORPORATION. 2) ANY SALE, LEASE, EXHANGE OR OTHER DISPOSITON OF ALL OR SUBSTANTIALLY ALL OF THE PROPERTY OR ASSETS OF THE CORPORATION, OR THE PURCHASE, SALE, MORTGAGE, LEASE, EXCHANGE OR OTHER DISPOSITION OF REAL PROPERTY OF OR FOR THE CORPORATION. 3) A MERGER OR CONSOLIDATION OF THE CORPORATION WITH ANOTHER CORPORATION. 4) ANY DISSOLUTION OF THE CORPORATION. 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 12C 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, LINES 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 VI, SECTION B, LINE 15B COMPENSATION FOR OTHER OFFICERS AND KEY EMPLOYEES: 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. ED 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 THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART VII (ADDT'L INFORMATION) CAROLYN MCKENNA, BECAME THE SECRETARY ON JANUARY 1, 2020. KERRY EATON, BECAME THE CHAIRMAN ON JANUARY 1, 2020. JOHN M. MURPHY, MD, WAS THE PRESIDENT UNTIL DECEMBER 31, 2019. SHARON ADAMS WAS A DIRECTOR UNTIL DECEMBER 31, 2019. COLLEEN M. SCOTT, WAS THE SECRETARY UNTIL NOVEMBER 1, 2019. 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," REPRESENTS BENEFITS, AND DO NOT REFLECT ANY COMPENSATION FOR WHICH THE AVERAGE AMOUNT OF TIME WORKED CAN BE REFLECTED. FORM 990, PART IX, LINE 11G HEALTHCARE PROFESSIONALS: PROGRAM SERVICE EXPENSES 1,124,595. MANAGEMENT AND GENERAL EXPENSES 125,233. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 1,249,828. PURCHASE SERVICES: PROGRAM SERVICE EXPENSES 531,332. MANAGEMENT AND GENERAL EXPENSES 59,168. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 590,500. ALAMO AMBULANCE SERVICES INC 1351 ROUTE 55 LAGRANGEVILLE NY 12540 141745417 TRANSPORT NY 501(C)(3) 10 HQ 1 DANBURY & NEW MILFORD HOSP FOUND 24 HOSPITAL AVENUE DANBURY CT 06810 237425557 ADMIN CONTRIB CT 501(C)(3) 7 WCHN 1 DANBURY HOSPITAL 24 HOSPITAL AVENUE DANBURY CT 06810 060646597 ACUTE CARE CT 501(C)(3) 3 WCHN 1 EASTERN NEW YORK MEDICAL SERVICES PC 14 RESEARCH DRIVE SUITE 201A BETHEL CT 06801 455431389 PHYSICIAN SERVICES NY 501(C)(3) 10 WCHN 1 HEALTH QUEST HOME CARE INC (CERT) 2649 SOUTH ROAD SUITE 220 POUGHKEEPSIE NY 12601 141788412 HOME HEALTH NY 501(C)(3) 10 HQ 1 HEALTH QUEST HOME CARE INC (LIC) 2649 SOUTH ROAD SUITE 220 POUGHKEEPSIE NY 12601 141788410 HOME HEALTH NY 501(C)(3) 10 HQ 1 HEALTH QUEST MEDICAL PRACTICE PC 1351 ROUTE 55 LAGRANGEVILLE NY 12540 562669185 MEDICAL CARE NY 501(C)(3) 12 TYPE I HQ 1 HEALTH QUEST SYSTEMS INC 1351 ROUTE 55 LAGRANGEVILLE NY 12540 141678068 MANAGEMENT NY 501(C)(3) 10 NUVANCE 1 HEALTH QUEST URGENT MED PRAC PC 1351 ROUTE 55 LAGRANGEVILLE NY 12540 800152047 MEDICAL CARE NY 501(C)(3) 12 TYPE I HQ 1 HUDSON VALLEY CARDIOVASCULAR PRAC 1351 ROUTE 55 LAGRANGEVILLE NY 12540 463756713 MEDICAL CARE NY 501(C)(3) 12 TYPE I HQ 1 NDH FOUNDATION PO BOX 5002 RHINEBECK NY 12572 141776208 FUNDRAISING NY 501(C)(3) 7 HQ 1 NORTHERN DUTCHESS HOSPITAL PO BOX 5112 RHINEBECK NY 12572 141338467 HOSPITAL NY 501(C)(3) 3 HQ 1 NORTHERN DUTCHESS RES HLTH FACILITY INC 6526 SPRINGBROOK AVENUE RHINEBECK NY 12572 223129608 NURSING HOME NY 501(C)(3) 10 HQ 1 NORWALK HOSPITAL FOUNDATION 34 MAPLE STREET NORWALK CT 06850 222577707 FUNDRAISING CT 501(C)(3) 7 WCHN 1 NUVANCE HEALTH 1351 ROUTE 55 LAGRANGEVILLE NY 12540 834214573 SUPPORT NY 501(C)(3) 12 TYPE III FI N/A 0 PUTNAM HOSPITAL CENTER 670 STONELEIGH AVENUE CARMEL NY 10512 146019179 HOSPITAL NY 501(C)(3) 3 HQ 1 PUTNAM HOSPITAL CENTER FOUNDATION 670 STONELEIGH AVENUE CARMEL NY 10512 061399319 FUNDRAISING NY 501(C)(3) 12 TYPE I HQ 1 THE NORWALK HOSPITAL ASSOCIATION 24 STEVENS STREET NORWALK CT 06850 066068853 HEALTH SERVICES CT 501(C)(3) 3 WCHN 1 VASSAR BROTHERS HOSPITAL FOUNDATION 45 READE PLACE POUGHKEEPSIE NY 12601 141736429 FUNDRAISING NY 501(C)(3) 7 HQ 1 VASSAR BROTHERS MEDICAL CENTER 45 READE PLACE POUGHKEEPSIE NY 12601 141338586 HOSPITAL NY 501(C)(3) 3 HQ 1 VASSAR HEALTH CONNECTICUT INC 50 HOSPITAL HILL ROAD SHARON CT 06069 815056290 HOSPITAL CT 501(C)(3) 3 HQ 1 WELLS MANOR HOUSING DEVELOP FUND CORP 56 ASTOR DRIVE RHINEBECK NY 12572 112611902 LOW INCOME NY 501(C)(3) PF HQ 1 WESTERN CONNECTICUT HOME CARE INC 100 SAW MILL ROAD DANBURY CT 06810 060655138 HOME HEALTHCARE CT 501(C)(3) 10 WCHN 1 WESTERN CT HEALTH NETWORK INC 24 HOSPITAL AVENUE DANBURY CT 06801 222594977 PROGRAM DEVELOPMENT CT 501(C)(3) 12 TYPE II NUVANCE 1 NUVANCE HEALTH MEDICAL PRACTICE CT INC 14 RESEARCH DRIVE SUITE 201A BETHEL CT 06801 061137531 PHYSICIAN SERVICES CT 501(C)(3) 10 WCHN 1 NEW MILFORD MRI LLC 21 ELM STREET NEW MILFORD CT 06776 271877801 INACTIVE CT N/A N/A 0 0 NORWALK SURGERY CENTER LLC 40 CROSS STREET SUITE 120 NORWALK CT 06851 272394942 SURGERY CENTER CT N/A N/A 0 0 WCHN INVESTMENTS LLC 24 HOSPITAL AVE DANBURY CT 06810 475523212 INVESTMENTS CT N/A N/A 0 0 NUVANCE HEALTH INSURANCE COMPANY LTD 23 LIME TREE BAY PO BOX 105 GRAND CAYMAN CJ 980438151 MALPRCTICE CJ N/A C 0 SWC CORPORATION 24 STEVENS STREET NORWALK CT 06850 222577718 PHARMACY CT N/A C 0 VBH INSURANCE CO LTD 62 FORUM LANE 3RD FLOOR GRAND CAYMAN CJ 981083868 MALPRCTICE CJ N/A C 0 TACONIC IPA INC 1351 ROUTE 55 LAGRANGEVILLE NY 12540 223007320 MEDICAL CARE NY N/A C 0 VASSAR HQ MED PRACTICE OF CT INC 1351 ROUTE 55 LAGRANGEVILLE NY 12540 821466583 MEDICAL CARE CT N/A C 0 0 0 1 0 0 0 0 0 0 0 1 1 1 0 0 1 0 1 0 DANBURY HOSPITAL P 1735498 COST DANBURY HOSPITAL M 1733651 COST DANBURY HOSPITAL C 442158 COST DANBURY HOSPITAL K 376627 COST WESTERN CONNECTICUT HEALTH NETWORKINC P 12794688 COST WESTERN CONNECTICUT HEALTH NETWORKINC M 9072067 COST WESTERN CONNECTICUT HEALTH NETWORKINC L 652267 COST WESTERN CONNECTICUT HEALTH NETWORKINC K 185482 COST NORWALK HOSPITAL ASSOCIATION P 50934 COST NORWALK HOSPITAL ASSOCIATION M 50858 COST WESTERN CONNECTICUT MEDICAL GROUP INC K 552372 COST WESTERN CONNECTICUT MEDICAL GROUP INC M 594671 COST