2025-08-15T10:50:57+00:00 2024-09-30 350921680 CROWE LLP 701 13th St NW Suite 852 Washington DC 20005 990 2023-10-01 060655138 Western Connecticut Home Care Inc WEST 2037924120 100 Saw Mill Road Danbury CT 06810 Daniel DeBarba CFO, Nuvance Health 2025-08-15 true STEVE LENIVY P01635350 2026245555 2025-08-15 2023 2025-03-06 01:10:19Z Sharon Adams 100 Saw Mill Road Danbury CT 06810 19107397 false X www.nuvancehealth.org/services-and-treatments/home-health-care X 1940 CT Improve the health of every person in our community through the efficient delivery of excellent, innovative and compassionate care. 7 7 183 12 0 0 14538 11861 17252575 18396182 -22423 85860 60196 28189 17304886 18522092 0 0 16607506 17327085 0 0 3290314 3451308 19897820 20778393 -2592934 -2256301 7304812 7785653 9109245 11615615 -1804433 -3829962 Improve the health of every person in our community through the efficient delivery of excellent, innovative and compassionate care. false false 18612577 0 18424371 HOME HEALTH CARE IS A PROGRAM DESIGNED TO PROVIDE COMPREHENSIVE HEALTH SERVICES TO SELECTED PATIENTS WHO CAN BE CARED FOR AT HOME, THUS REDUCING THE EXPENSE ASSOCIATED WITH HOSPITALIZATION, AND ALLOWING PATIENTS TO BE TREATED IN THE COMFORT AND FAMILIARITY OF THEIR OWN HOMES. THESE SERVICES INCLUDE SKILLED NURSING, THERAPIES (PHYSICAL, OCCUPATIONAL AND SPEECH), MEDICAL SOCIAL SERVICES AND HOME HEALTH AIDES. THE PROGRAM ALSO PROVIDES COMMUNITY-BASED SERVICES SUCH AS IMMUNIZATIONS, HEALTH CHECKS, SCREENINGS AND CLINICS REGARDLESS OF AN INDIVIDUALS ABILITY TO PAY. 18612577 true true 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 false true false true false true 15 0 true 183 true false false false false false false false false false false false false false X 7 7 false false true false true true true true true false false true true true true false true true false false CT X Francis Nicolas 2037924120 100 SAW MILL ROAD DANBURY CT 06810 ALEXANDER DELUCIA CHAIR 3.0 6.0 X X 0 0 0 GREG WILLIAMS DIRECTOR/VICE CHAIR (BEGAN SEPT 2024) 2.0 4.0 X X 0 0 0 James M Post VICE CHAIR (UNTIL Aug 2024) 3.0 6.0 X X 0 0 0 MARY R GRIFFIN SECRETARY 4.0 2.0 X X 0 0 0 FABRICIO NUNES DIRECTOR 2.0 4.0 X 0 0 0 LAURA GARZA DIRECTOR 2.0 4.0 X 0 0 0 LISA Esneault DIRECTOR (BEGAN JULY 2024) 2.0 4.0 X 0 0 0 MICHAEL MALONE DIRECTOR 2.0 4.0 X 0 0 0 ALYSON BLANCK VP OF HOME CARE OPERATIONS AND OUTPATIENT REHABILITATION 17.0 33.0 X 360945 0 52318 BRIAN WYATT ASSISTANT SECRETARY/NUVANCE HEALTH CHIEF LEGAL OFFICER 2.0 48.0 X 0 634212 124638 DANIEL DEBARBA TREASURER, NUVANCE HEALTH CFO 2.0 48.0 X 0 1474165 175627 JOHN MURPHY MD PRESIDENT AND CEO OF NUVANCE HEALTH 1.0 49.0 X 0 3902307 53709 SHARON ADAMS PRESIDENT DANBURY HOSPITAL AND NEW MILFORD HOSPITAL 2.0 48.0 X 0 1060780 22810 BRIAN O'LOUGHLIN CLINICAL DIRECTOR/ADMINISTATOR 40.0 X 187769 0 25648 FRANCIS E NICOLAS JR DIRECTOR OF FINANCE AND OPERATIONS HOME CARE 20.0 30.0 X 238408 0 14220 MARGARET CANTU CLINICIAN 40.0 X 190440 0 11723 PATRICIA BRODY CLINICIAN 40.0 X 144473 0 29107 PATRICIA GOGLIETTINO CLINICIAN 40.0 X 144224 0 8631 TARA L BASSETT CLINICIAN 40.0 X 154433 0 44940 1420692 7071464 563371 51 false true false MANAGEMENT HEALTH SYSTEMS LLC (DBA MED PRO STAFFING) 1580 SAWGRASS CORPORATE PARKWAY SUITE 200 SUNRISE FL 33323 CLINICAL STAFFING 466957 MCBEE ASSOCIATES INC 997 OLD EAGLE SCHOOL ROAD WAYNE PA 19087 CLINICAL CODING SERVICES 363801 HCHB HOLDING LLC PO Box 222243 Dallas TX 752222243 Software Support 285567 CMG CIT ACQUISITION LLC (DBA COREMEDICAL GROUP) PO BOX 306478 NASHVILLE TN 372306478 CLINICAL STAFFING 282978 4 11761 100 11861 NET PATIENT SERVICE REVENUE 621610 18396182 18396182 0 0 0 0 18396182 50293 50293 0 0 620872 585305 35567 0 35567 35567 MISCELLANEOUS INCOME 900099 11998 11998 EXPENSE REIMBURSEMENT 900099 16191 16191 0 0 0 0 28189 18522092 18424371 0 85860 297863 297863 13485488 12805329 680159 648396 636725 11671 1966921 1933553 33368 928417 911705 16712 2200 2200 14597 14597 503969 499782 4187 0 4171 3720 451 186216 181511 4705 271789 268636 3153 415688 372803 42885 429902 421662 8240 133 133 1241819 1241819 67360 422 66938 107571 95953 11618 NURSING & CLINICAL MEDICAL SUPPLIES 159308 159308 REPAIRS AND MAINTENANCE 25858 23065 2793 LICENSES/DUES/ACCREDITATION 20727 540 20187 0 0 0 0 20778393 18612577 2165816 0 1170315 1665303 2626286 2695915 0 0 0 0 7702 6607 254202 198265 731697 365520 392087 366177 1389345 1673587 0 0 1464875 1179799 7304812 7785653 1458186 1486125 344135 381929 0 0 7306924 9747561 9109245 11615615 X -1804433 -3832462 0 2500 -1804433 -3829962 7304812 7785653 X -2256301 215677 15095 X false true X true false X 773046 47735 329040 14538 11861 1176220 15507943 16004914 15625938 17252575 18396182 82787552 0 0 0 16280989 16052649 15954978 17267113 18408043 83963772 0 0 0 0 0 0 0 0 126635 0 0 126635 0 0 126635 0 0 126635 83837137 78560 21933 35246 37445 50293 223477 0 78560 21933 35246 37445 50293 223477 0 3492 1569 309 44005 11998 61373 16363041 16076151 15990533 17348563 18470334 84248622 0.9951 0.9953 0 0.0 X Schedule A, Part III, Line 12 Other Income DESCRIPTION - MISCELLANEOUS INCOME, COLUMN A - 3492.0, COLUMN B - 1569.0, COLUMN C - 309.0, COLUMN D - 44005.0, COLUMN E - 11998.0, COLUMN F - 61373.0; RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 296461 148231 148230 435236 217289 217947 366177 RIGHT OF USE - LEASED ASSETS 1179799 1179799 DUE TO AFFILIATES 8228131 LEASE LIABILITY - LEASED ASSETS 1439823 Deferred Long Term Debt 79607 9747561 X Schedule D, Part X, Line 2 FIN 48 (ASC 740) footnote The System comprises not-for-profit corporations, as described in Section 501(c)(3) of the Code and is exempt from federal income taxes on related income pursuant to Section 501(a) of the Code. The System is also exempt from state and local taxes. As of September 30, 2024 and 2023, there are no unrecognized tax benefits resulting from uncertain tax positions. X true true false true false false false false false true false JOHN MURPHY MD PRESIDENT AND CEO OF NUVANCE HEALTH 0 1598817 0 1994805 0 308685 0 19800 0 33909 0 3956016 0 280143 SHARON ADAMS PRESIDENT DANBURY HOSPITAL AND NEW MILFORD HOSPITAL 0 697743 0 225000 0 138037 0 19800 0 3010 0 1083590 0 95160 ALYSON BLANCK VP OF HOME CARE OPERATIONS AND OUTPATIENT REHABILITATION 276397 0 74500 0 10048 0 19800 0 32518 0 413263 0 0 0 DANIEL DEBARBA TREASURER, NUVANCE HEALTH CFO 0 810684 0 623143 0 40338 0 146400 0 29227 0 1649792 0 126600 BRIAN WYATT ASSISTANT SECRETARY/NUVANCE HEALTH CHIEF LEGAL OFFICER 0 480215 0 150000 0 3997 0 77562 0 47076 0 758850 0 57763 BRIAN O'LOUGHLIN CLINICAL DIRECTOR/ADMINISTATOR 181267 0 5000 0 1502 0 0 0 25648 0 213417 0 0 0 TARA L BASSETT CLINICIAN 154315 0 0 0 118 0 9665 0 35275 0 199373 0 0 0 PATRICIA GOGLIETTINO CLINICIAN 143882 0 0 0 342 0 8631 0 0 0 152855 0 0 0 PATRICIA BRODY CLINICIAN 143833 0 0 0 640 0 8895 0 20212 0 173580 0 0 0 FRANCIS E NICOLAS JR DIRECTOR OF FINANCE AND OPERATIONS HOME CARE 205499 0 31500 0 1409 0 14220 0 0 0 252628 0 0 0 MARGARET CANTU CLINICIAN 190107 0 0 0 333 0 11491 0 232 0 202163 0 0 0 Schedule J, Part I, Line 1a Tax indemnification and gross-up payments THE ORGANIZATION HAS AN EMPLOYEE RECOGNITION PROGRAM WHERE EMPLOYEES RECOGNIZE OTHERS WHO GO ABOVE AND BEYOND THEIR NORMAL JOB FUNCTION. THE PROGRAM AWARDS POINTS WHICH THE EMPLOYEE CAN USE TO REDEEM ON A CATALOG OF GOODS AND SERVICES. THE AWARD AMOUNTS ARE MINIMAL AND TYPICALLY RANGE FROM $25 TO $150. THE ORGANIZATION GROSSES UP THE DOLLAR VALUE OF THE AWARD FOR TAXES. IT IS REPORTED AS TAXABLE INCOME IN THE EMPLOYEE'S PAY WHEN THE POINTS ARE AWARDED. Schedule J, Part I, Line 3 Arrangement used to establish the top management official's compensation WESTERN CONNECTICUT HOME CARE, INC. RELIED ON NUVANCE HEALTH, A RELATED TAX-EXEMPT ORGANIZATION, TO APPROVE AND DETERMINE COMPENSATION FOR THE CEO AND TOP MANAGEMENT, WHICH USED A COMPENSATION COMMITTEE, AN INDEPENDENT COMPENSATION CONSULTANT, WRITTEN EMPLOYEMENT CONTRACTS, COMPENSATION SURVEY OR STUDY AND APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE TO GATHER COMPARABLE DATA ON OTHER KEY EMPLOYEES. Schedule J, Part I, Line 4b Supplemental nonqualified retirement plan EFFECTIVE OCTOBER 1, 2020, NUVANCE HEALTH ESTABLISHED AN EXECUTIVE RETIREMENT PLAN IN ORDER TO PROVIDE NONQUALIFIED DEFINED CONTRIBUTION RETIREMENT BENEFITS TO DESIGNATED KEY MEMBERS OF ITS EXECUTIVE MANAGEMENT TEAM, SELECTED BY THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS. ONLY EXECUTIVES OCCUPYING DESIGNATED TIER I OR TIER II EXECUTIVE POSITIONS ARE ELIGIBLE TO PARTICIPATE IN THE PLAN. THE PLAN IS INTENDED TO COMPLY WITH SECTION 457(F) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE FOLLOWING AMOUNTS WERE DEFERRED IN THE CURRENT YEAR AND REPORTED ON SCHEDULE J, PART II, COLUMN C, RETIREMENT AND OTHER DEFERRED COMPENSATION: DANIEL DEBARBA $126,600 BRIAN WYATT $57,763 THE FOLLOWING AMOUNTS EARNED AND PAID TO PARTICIPANTS WERE REPORTED ON SCHEDULE J, PART II, COLUMN B(III), OTHER REPORTABLE COMPENSATION, THAT WERE REPORTED AS DEFERRED IN A PRIOR YEAR: JOHN M. MURPHY, MD $280,143 SHARON ADAMS $95,160 Schedule J, Part I, Line 7 Non-fixed payments NUVANCE HEALTH ANNUAL LEADERSHIP INCENTIVE PLAN (ALIP) (EXCERPTS FROM) THE PURPOSE OF THE NUVANCE HEALTH ANNUAL LEADERSHIP INCENTIVE 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. THE 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 (A) - TIER II, PHYSICIAN EXECUTIVES (B) - 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 APPROPIRATELY 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 ESTABLISHED 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. NUVANCE HEALTH EXECUTIVE LONG TERM INCENTIVE PLAN (EXCERPTS FROM) only executives occupying designated Tier I and Tier II (A) EXECUTIVE POSITIONS SHALL BE ELIGIBLE EMPLOYEES TO PARTICIPATE IN THE PLAN. UNDER THE PLAN, PARTICIPANTS WILL BE ELIGIBLE TO RECEIVE INCENTIVE AWARD PAYMENTS BASED UPON THE ACHIEVEMENT OF SELECTED AND STRATEGICALLY IMPORTANT PERFORMANCE GOALS IDENTIFIED FOR EACH PERFORMANCE PERIOD. THE AWARD OPPORTUNITIES FOR AN ELIGIBLE EMPLOYEE WITH RESPECT TO A PERFORMANCE PERIOD SHALL BE EXPRESSED AS A PERCENTAGE OF HIS OR HER AVERAGE BASE SALARY IN EFFECT DURING THE APPLICABLE PERFORMANCE PERIOD. PRIOR TO THE BEGINNING OF EACH PERFORMANCE PERIOD, THE COMMITTEE MAY ESTABLISH A MINIMUM PERFORMANCE REQUIREMENT FOR NUVANCE HEALTH. NO FINAL AWARDS MAY BE GRANTED TO ANY PARTICIPANT FOR A PERFORMANCE PERIOD IN WHICH MINIMUM PERFORMANCE REQUIRMENTS, IF ANY, WERE NOT MET. THE FINAL AWARD PAYABLE TO EACH PARTICIPANT WILL BE DETERMINED WITHIN 60 DAYS FOLLOWING THE END OF THE PERFORMANCE PERIOD. AWARDS FOR A GIVEN PERFORMANCE PERIOD WILL BE PAID IN A SINGLE LUMP-SUM ON THE PAYMENT DATE PROVIDED HOWEVER, THAT NO PAYMENT WILL BE MADE UNTIL THE RESULTS ARE VERIFIED AND AUDITED. Schedule J, Part I, Line 3 Related Organization establishing compensation Nuvance Health used the following to establish the compensation of the organization's CEO/Executive Director: - Compensation committee - Independent compensation consultant - Compensation survey or study - Form 990 of other organizations - Approval by the board or compensation committee Form 990, Part VI, Line 14 DOCUMENT RETENTION The organization's parent, Western Connecticut Health Network (WCHN), has a written document retention and destruction policy, which is followed by the organization. The policy was approved by the audit committee of the parent organization. Form 990, Part VI, Line 12a Conflict of Interest Policy The organization's parent, Western Connecticut Health Network (WCHN), has a written conflict of interest policy, which is followed by the organization. The policy was approved by the board of the parent organization. Form 990, Part VI, Line 13 Whistleblower Policy The organization's parent, Western Connecticut Health Network (WCHN), has a written whistleblower policy, which is followed by the organization. The policy was approved by the board of the parent organization. Form 990, Part VI, Line 4 Significant changes to organizational documents The organization's bylaws were amended in October 2023 to establish a cap of eighteen members on the board of directors. Form 990, Part VI, Line 6 Classes of members or stockholders The organization's sole member is Western Connecticut Health Network, whose sole member is Nuvance Health. On February 28, 2024, Nuvance Health entered into an affiliation agreement with Northwell Health, Inc. ("Northwell"), pursuant to which Northwell or an affiliated entity would become the active parent and sole corporate member of Nuvance Health. This transaction was subject to the receipt of regulatory approvals and the satisfaction of closing conditions. Effective May 1, 2025, the parties closed the transaction and Northwell, Inc. (which is the ultimate sole corporate member of Northwell) became the sole corporate member of Northwell Health System, Inc., which became the parent entity of Nuvance Health. Form 990, Part VI, Line 7a Members or stockholders electing members of governing body Western Connecticut Health Network must approve the election of directors of the organization. They also control removal of a director. Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders CERTAIN DECISIONS OF THE BOARD OF DIRECTORS ARE SUBJECT TO APPROVAL BY WESTERN CONNECTICUT HEALTH NETWORK, THE SOLE MEMBER OF WESTERN CONNECTICUT HOME CARE, INC. THESE DECISIONS INCLUDE: (1) WESTERN CONNECTICUT HOME CARE'S ANNUAL OPERATING AND CAPITAL BUDGET, (2) PROPOSED ANNUAL FUNDRAISING PROGRAMS, (3) PROPOSED SIGNIFICANT PROGRAMS AND EXPENDITURES, (4) PURCHASE OR SALE OF SIGNIFICANT CAPITAL OR OPERATING ASSETS, (5) ACQUISITION OF INDEBTEDNESS FOR BORROWED MONEY, (6) ELECTION OR REMOVAL OF A MEMBER OF THE BOARD OF DIRECTORS, Officers and Managers, (7) DEVELOPMENT, IMPLEMENTATION, REVIEW, AND MONITORING OF INVESTMENT POLICY, (8) SETTING THE MAXIMUM AND MINIMUM NUMBER OF THE BOARD OF DIRECTORS, (9) AMENDMENT OF ORGANIZATIONAL DOCUMENTS, (10) ADOPTION OF OR AMENDMENT TO QUALIFIED AND NON-QUALIFIED BENEFIT PLANS, (11) APPROVAL OF ALL AUDITED FINANCIAL STATEMENTS, (12) REPLACEMENT OF A DIRECTOR DUE TO DEATH, RESIGNATION, OR OTHERWISE, AND (13) ANY OTHER MATTERS ON WHICH MEMBERS ARE ENTITLED TO VOTE UNDER THE NONSTOCK CORPORATION ACT OF THE STATE OF CONNECTICUT. Form 990, Part VI, Line 11b Review of form 990 by governing body The Form 990 is prepared by Western Connecticut Home Care, Inc.'s management, reviewed by the Accounting Firm engaged for the tax return filing and then a draft Form 990 is reviewed by the Western Connecticut Home Care, Inc.'s Board of Directors and internal management. A complete draft is then posted to an internet 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, Line 12c Conflict of interest policy The Organization's Process for Monitoring and Enforcing Conflicts of Interest: Nuvance Health & Western Connecticut Health Network and its affiliates' (The Network) Conflict of Interest Policy provides that annually, its Representatives shall sign a statement affirming that they disclosed all potential conflicts, as documented in the Conflict of Interest Policy. In addition, General Counsel is part of the routine contracts review process and watches for potential conflicts with any of The Network's Representatives. Who Is Covered By the Policy: The Network's Conflict of Interest Policy covers each director, officer and manager of The Network, also referred to as "Representatives". Level At Which Determinations of Whether There Is a Conflict: In connection with any actual or possible conflict of interest, an interested person must disclose the facts of the conflict. The Compliance Officer and the Audit Committee review and evaluate each disclosure to determine if there is a conflict of interest. After presentation of a potential transaction or arrangement is made by an interested person, the remaining disinterested Board or Committee members shall decide if a conflict of interest exist. Level That Reviews and Determines What To Do If There Is a Conflict: After exercising due diligence, the full Board would determine what actions should be taken for all conflicts by Officers and Directors. Any conflicts occurring by a manager are reviewed by the Compliance Committee to determine what further action should be taken. Restrictions on the Conflicted Person: No director having a conflict of interest on any matter shall vote on that matter or be counted in determining the quorum for the meeting at which the vote is taken, even when permitted by law. No Representative having a conflict of interest on any matter shall use his or her personal influence on the matter. If the Board of Directors, in its sole discretion, determines that any Representative has conflicts of interest sufficient in number and/or importance that the effectiveness of such individual on behalf of The Network may be significantly impaired, the Board may ask the individual to resign. Form 990, Part VI, Line 15a Process to establish compensation of top management official 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 +25% 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 EXECUTIVE 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 62.5TH 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. COMPENSATION REVIEW AND APPROVAL PROCESS IS IDENTICAL TO THE PROCESS FOR THE CEO. AN ANNUAL LETTER OF REASONABLENESS IS PRESENTED TO THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS BY WILLIS TOWERS WATSON AS CONSULTANT TO THE BOARD. IN THIS ANNUAL ASSESSMENT OF THE REASONABLENESS OF THE TOTAL REMUNERATION PACKAGES PROVIDED TO SELECT EXECUTIVES, AN OPINION IS RENDERED WITH RESPECT TO THE REASONABLENESS OF POTENTIAL TARGET AND MAXIMUM TOTAL REMUNERATION PROVIDED TO THE INCLUDED EXECUTIVES FOR EACH FISCAL YEAR. A BI-ANNUAL LETTER OF REASONABLENESS FOR PHYSICIAN COMPENSATION IS ALSO PRESENTED TO THE EXECUTIVE COMPENSATION COMMITTEE BY KORN FERRY HAY AS A CONSULTANT TO THE BOARD. THIS ASSESSMENT OF THE REASONABLENESS OF THE TOTAL REMUNERATION PACKAGES PROVIDED TO PHYSICIANS IS RENDERED WITH RESPECT TO THE REASONABLENESS OF POTENTIAL TARGET AND MAXIMUM TOTAL REMUNERATION PROVIDED TO EACH PHYSICIAN. Form 990, Part VI, Line 19 Required documents available to the public THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. INFORMATION IS MAINTAINED BY THE AGENCY'S MANAGEMENT. Form 990, Part XI, Line 9 Other changes in net assets or fund balances Change in restricted assets - 2500; intercompany transfers - 12595; FORM 990, PART VI, LINE 15b COMPENSATION REVIEW AND APPROVAL PROCESS COMPENSATION REVIEW AND APPROVAL PROCESS IS IDENTICAL TO THE PROCESS FOR THE EXECUTIVE DIRECTOR NOTED IN 15A ABOVE. ALAMO AMBULANCE SERVICES INC 45 Reade Place Poughkeepsie NY 12601 141745417 Transportation NY 501(c)(3) Type III-FI HEALTH QUEST SYSTEMS INC false DANBURY AND NEW MILFORD HOSPITAL FOUNDATION 24 Hospital Avenue DANBURY CT 06810 237425557 Fundraising CT 501(c)(3) 7 Western Connecticut Health Network INC false THE DANBURY HOSPITAL 24 Hospital Avenue DANBURY CT 06810 060646597 Acute Care CT 501(c)(3) 3 Western Connecticut Health Network INC false EASTERN NY MEDICAL SERVICES PC 3423 Danbury Road Brewster NY 10509 455431389 PHYSICIANS SERVICES NY 501(c)(3) 10 Western Connecticut Health Network INC false HEALTH QUEST HOME CARE INC - CERTIFIED 2649 SOUTH ROAD SUITE 220 POUGHKEEPSIE NY 12601 141788412 Home Health Care Services NY 501(c)(3) 10 HEALTH QUEST SYSTEMS INC false HEALTH QUEST HOME CARE INC - LICENSED 2649 SOUTH ROAD SUITE 220 POUGHKEEPSIE NY 12601 141788410 HOME HEALTH CARE SERVICES NY 501(c)(3) 10 HEALTH QUEST SYSTEMS INC false NUVANCE HEALTH MEDICAL PRACTICE PC 45 Reade Place Poughkeepsie NY 12601 562669185 Physician Services NY 501(c)(3) 10 HEALTH QUEST SYSTEMS INC false HEALTH QUEST SYSTEMS INC 45 Reade Place Poughkeepsie NY 12601 141678068 Support/Management NY 501(c)(3) 10 Nuvance Health false HEALTH QUEST URGENT MEDICAL CARE PRACTICE 45 Reade Place Poughkeepsie NY 12601 800152047 Physician Services NY 501(c)(3) 10 HEALTH QUEST SYSTEMS INC false HUDSON VALLEY CARDIOVASCULAR PRAC 1 Columbia Street Poughkeepsie NY 12601 463756713 Physician Services NY 501(c)(3) 10 HEALTH QUEST SYSTEMS INC false NDH FOUNDATION 6531 Springbrook Avenue Rhinebeck NY 12572 141776208 FUNDRAISING NY 501(c)(3) 7 HEALTH QUEST SYSTEMS INC false NORTHERN DUTCHESS HOSPITAL 6511 Springbrook Avenue Rhinebeck NY 12572 141338467 HOSPITAL NY 501(c)(3) 3 HEALTH QUEST SYSTEMS INC false NORTHERN DUTCHESS RESIDENTIAL HEALTHCARE FACILITY INC 6525 Springbrook Avenue Rhinebeck NY 12572 223129608 NURSING HOME NY 501(c)(3) 10 HEALTH QUEST SYSTEMS INC false NORWALK HOSPITAL FOUNDATION 34 Maple Street Norwalk CT 06850 222577707 FUNDRAISING CT 501(c)(3) 7 Western Connecticut Health Network INC false NUVANCE HEALTH 45 Reade Place Poughkeepsie NY 12601 834214573 Support/Management NY 501(c)(3) Type III-FI NA false NUVANCE HEALTH MEDICAL PRACTICE CT INC 100 Reserve Road Danbury CT 06810 061137531 PHYSICIAN SERVICES CT 501(c)(3) 10 Western Connecticut Health Network INC false PUTNAM HOSPITAL CENTER 670 Stoneleigh Avenue Carmel NY 10512 146019179 HOSPITAL NY 501(c)(3) 3 HEALTH QUEST SYSTEMS INC false PUTNAM HOSPITAL FOUNDATION 670 Stoneleigh Avenue Carmel NY 10512 061399319 FUNDRAISING NY 501(c)(3) Type I HEALTH QUEST SYSTEMS INC false THE NORWALK HOSPITAL ASSOCIATION 34 Maple Street Norwalk CT 06850 066068853 HOSPITAL CT 501(c)(3) 3 Western Connecticut Health Network INC false VASSAR BROTHERS HOSPITAL FOUNDATION 45 Reade Place Poughkeepsie NY 12601 141736429 FUNDRAISING NY 501(c)(3) 7 HEALTH QUEST SYSTEMS INC false VASSAR BROTHERS MEDICAL CENTER 45 Reade Place Poughkeepsie NY 12601 141338586 HOSPITAL NY 501(c)(3) 3 HEALTH QUEST SYSTEMS INC false VASSAR HEALTH CONNECTICUT INC 50 Hospital Hill Road Sharon CT 06069 818056290 HOSPITAL CT 501(c)(3) 3 HEALTH QUEST SYSTEMS INC false WESTERN CONNECTICUT NETWORK AFFILIATES INC 100 Reserve Road DANBURY CT 06810 222594968 OUTPATIENT HEALTH CARE SERVICES CT 501(c)(3) 10 Western Connecticut Health Network INC false WESTERN CONN HEALTH NETWORK INC 100 Reserve Road DANBURY CT 06810 222594977 Support/Management CT 501(c)(3) Type II Nuvance Health false Wells Manor Housing Development Fund Corp 56 Astor Drive Rhinebeck NY 12572 112611902 Low Income NY 501(c)(3) PF HEALTH QUEST SYSTEMS INC false Western Connecticut Health Network Investments LLC 100 Reserve Road Danbury CT 06810 475523212 Investments CT 501(c)(3) Type I Western Connecticut Health Network Inc false NEW MILFORD MRI LLC 100 Reserve Road Danbury CT 06810 271877801 INACTIVE CT NA N/A 0 0 false false NORWALK SURGERY CENTER LLC 40 CROSS STREET SUITE 120 NORWALK CT 06851 272394942 SURGERY CENTER CT NA N/A 0 0 false false SWC CORPORATION 24 Stevens Street Norwalk CT 06850 222577718 PHARMACY CT NA C Corporation 0 0 false NUVANCE INSURANCE COMPANY LTD PO BOX 1159 Grand Cayman Grand Cayman Isla CJ KY11102 980438151 MALPRACTICE CJ NA C Corporation 0 0 false TACONIC IPA INC 45 Reade Place Poughkeepsie NY 12601 223007320 MEDICAL CARE NY NA C Corporation 0 0 false VASSAR HEALTH QUEST MEDICAL PRACTICE OF CT INC 100 Reserve Road DANBURY CT 06810 821466583 MEDICAL CARE CT NA C Corporation 0 0 false false false true false false false false false false false false false true false false true false false false NUVANCE HEALTH M 1201963 COST METHOD NUVANCE HEALTH P 278413 COST METHOD DANBURY AND NEW MILFORD HOSPITAL FOUNDATION C 64403 COST METHOD WESTERN CONNECTICUT HEALTH NETWORK INC P 1283144 COST METHOD