2020-10-27T14:01:23-05:00 2019-12-31 134008324 PRICEWATERHOUSECOOPERS LLP 76 S LAURA STREET SUITE 2100 JACKSONVILLE FL 32202 990 2019-01-01 592317607 SANTAFE HEALTHCARE INC SANT 3523728400 POBOX 749 GAINESVILLE FL 326270749 RANDALL L STUART ASSISTANT TREASURER 3523378730 2020-10-27 1 MICHAEL J MULDOON P00889797 9043540671 12.8.190.134 2020-10-27 13:39:42 ED P 6D086E44AB3B39458CD74C538BA801832DAD3028 C0B6FCE7C92735BAA889312035EEB5B663ECBE10 2019 2021-01-29 14:40:06Z LAWRENCE G SCHREIBER POBOX 749 GAINESVILLE FL 326270749 44519744 0 X WWW.SANTAFEHEALTHCAREFL.ORG X 1982 FL TO IMPROVE THE HEALTH AND WELL-BEING OF PEOPLE IN THE COMMUNITIES WE SERVE. 11 10 56 0 0 0 0 0 19095215 20920131 514045 742786 10 0 19609270 21662917 0 0 0 0 19234288 43752834 0 0 0 2715435 3637451 21949723 47390285 -2340453 -25727368 68597521 69267325 60890767 56033042 7706754 13234283 X THE MISSION OF SANTAFE HEALTHCARE, INC. IS TO SERVE AS THE NOT-FOR-PROFIT SYSTEM PARENT FOR ITS FAMILY OF NOT-FOR-PROFIT, MISSION-DRIVEN AFFILIATE ORGANIZATIONS. SEE SCHEDULE O FOR CONTINUATION OF THE ORGANIZATION'S MISSION.(CONTINUED FROM PAGE 2, PART III) SANTAFE HEALTHCARE, INC. DELIVERS ITS MISSION BY PROVIDING FINANCIAL MANAGEMENT AND OVERSIGHT, AND STRATEGIC MANAGEMENT AND EXPERTISE TO ITS AFFILIATES, WHILE PROMOTING THE EFFECTIVE PROVISION OF HEALTHCARE, HOSPICE AND PALLIATIVE CARE, AND SENIOR HOUSING AND RELATED SERVICES THROUGH ITS AFFILATES. THIS MISSION IS GOVERNED THROUGH A LOCAL, COMMUNITY-BASED BOARD WHICH PROVIDES STRATEGIC DIRECTION AND VALUES-BASED OVERSIGHT AND SUPPORT. 0 0 32747068 20920131 SANTAFE HEALTHCARE, INC. PROVIDED GOVERNANCE AND OVERSIGHT TO THE FOLLOWING AFFILIATED CHARITABLE, TAX-EXEMPT AND NOT-FOR-PROFIT ORGANIZATIONS: NORTH CENTRAL FLORIDA HOSPICE, INC.; SANTAFE SENIOR LIVING, INC.; NORTH FLORIDA RETIREMENT VILLAGE, INC.; BVG ACQUISITION, INC.; BONITA SPRINGS RETIREMENT VILLAGE, INC.; EAST RIDGE RETIREMENT VILLAGE, INC.; SANTAFE SENIOR LIVING FOUNDATION, INC.; AVMED, INC.; SF HOLDING CORP., INC.; AND HOSPICE OF THE FLORIDA KEYS, INC. TOTAL PROGRAM SERVICES EXPENSES FOR THESE AFFILIATED ORGANIZATIONS REPRESENTED APPROXIMATELY $792.5 MILLION IN 2019. 32747068 1 0 0 0 0 0 0 0 0 0 1 0 0 1 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 1 1 1 1 1 0 1 82 0 1 56 1 0 0 0 0 0 0 0 0 0 0 1 0 X 11 10 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 X RANDALL L STUART ASST TREASURER 3523378730 4300 NW 89TH BLVD GAINESVILLE FL 326065688 X MICHAEL P GALLAGHER PRES/CEO/DIRECTOR (THRU 3/1/19) 6.00 54.00 X X 2733988 0 27664 JAMES M REPP PRESIDENT/COO-AVMED 0.00 60.00 X 1109207 0 236395 RANDALL L STUART ASSISTANT TREASURER 1.50 58.50 X 919470 0 141343 ANN O WEHR MD SR VP/CHIEF MEDICAL OFFICER-AVMED 0.00 50.00 X 830478 0 172006 R BRADFORD BENTLEY SR VP SEGMENT STRATEGY-AVMED (THRU 10/30/19) 0.00 50.00 X 870788 0 121342 LAWRENCE G SCHREIBER PRESIDENT/CEO/DIRECTOR 6.00 54.00 X X 675832 0 171408 STEVEN M ZIEGLER ASSISTANT SECRETARY 6.00 54.00 X 689964 0 154569 JAMES A SIMPSON SR VP/CIO-AVMED (THRU 3/12/19) 0.00 50.00 X 797405 0 23195 WINSTON H LONSDALE SR VP DELIVERY SOLUTIONS, CIO-AVMED 0.00 50.00 X 588321 0 55916 TROY R HART PRESIDENT-SANTAFE SENIOR LIVING 0.00 60.00 X 550696 0 89250 ROBERT D BONNELL MD REGIONAL MEDICAL DIRECTOR-AVMED 0.00 40.00 X 473656 0 55026 EDWIN RODRIGUEZ MD REGIONAL MEDICAL DIRECTOR-AVMED 0.00 40.00 X 475925 0 42487 JAVIER MENDOZA VP PRODUCT PORTFOLIO MGMT-AVMED 0.00 40.00 X 406549 0 56119 ROBIN FLORY VP NETWORK-AVMED (THRU 5/8/19) 0.00 40.00 X 398006 0 34403 ERIC JOHNSON VP CHIEF ACTUARY-AVMED 0.00 40.00 X 362681 0 65636 GAYLE MATTSON PRES-HAVEN HOSPICE (THRU 5/31/19) 0.00 60.00 X 385031 0 10439 CHRISTINE M SHIPLEY SR VP/CHIEF PEOPLE OFFICER-AVMED 0.00 50.00 X 275161 0 48553 C ASHLEY ALLEN SR VP/CHIEF MARKETING OFFICER-AVMED 0.00 50.00 X 259993 0 49464 CATHERINE E AYERS FORMER ASSISTANT SECRETARY 2.00 38.00 X 235694 0 9463 GLENDA E HOOD CHAIR/DIRECTOR 0.10 2.90 X X 91374 0 0 JACKSON N SASSER PHD VICE CHAIR/DIRECTOR 0.10 1.40 X X 63624 0 0 ROBERT L EPLING TREASURER/DIRECTOR 0.10 1.40 X X 61224 0 0 ALBERT E DOTSON PHD SECRETARY/DIRECTOR 0.10 1.40 X X 60897 0 0 BENJAMIN I DOERR JR DIRECTOR 0.10 1.40 X 60031 0 0 PAUL R PHILIP DIRECTOR 0.10 1.40 X 57631 1000 0 JOSEPH W DAVIS DIRECTOR 0.10 1.40 X 57631 0 0 THOMAS A NATIELLO PHD DIRECTOR 0.10 1.40 X 55231 1500 0 PAMELA J MOONEY PHD DIRECTOR 0.10 1.40 X 55504 0 0 GEORGE E FLETCHER DIRECTOR 0.10 1.40 X 54904 0 0 SCOTTIE J BUTLER DIRECTOR (THRU 11/13/19) 0.10 1.40 X 41669 0 0 13698565 2500 1564678 35 1 1 0 AVMED INC PO BOX 749 GAINESVILLE FL 326270749 ADMINISTRATIVE SERVICES 769760 WITTKIEFFER INC 2015 SPRING RD STE 510 OAK BROOK IL 60523 RECRUITING SERVICES 333145 WILLIS OF FLORIDA INC 4211 W BOY SCOUT BLVD TAMPA FL 33607 CONSULTING SERVICES 171868 MILLIMAN INC 3000 BAYPORT DR SUITE 1050 TAMPA FL 336078406 ACTUARIAL SERVICES 124660 AON CONSULTING INC 200 E RANDOLPH ST CHICAGO IL 60601 CONSULTING SERVICES 124628 5 MANAGEMENT FEES 561000 20920131 20920131 20920131 619344 619344 22980269 22856827 123442 123442 123442 21662917 20920131 0 742786 10260636 3307690 6952946 8506179 4154133 4352046 23530999 23473345 57654 537504 129496 408008 917516 375793 541723 1256852 1256852 95432 95432 112258 112258 347003 14453 332550 96445 13728 82717 77553 77553 45430 11078 34352 1549179 1549179 46799 46799 COMMUNITY SPONSORSHIPS 10500 10500 47390285 32747068 14643217 0 6202706 2491894 1414 5901035 53180 59500 1028049 93998 949019 934051 14630557 13754359 15342130 13807918 31418515 32318568 68597521 69267325 1839901 2947738 59050866 53085304 60890767 56033042 X 7706754 13234283 7706754 13234283 68597521 69267325 X -25727368 985520 30269377 X X 0 1 X 1 0 X X 8 AVMED INC 592742907 10 1 0 0 NORTH CENTRAL FLORIDA HOSPICE INC 592490893 10 1 0 0 NORTH FLORIDA RETIREMENT VILLAGE INC 591912330 10 1 0 0 SANTAFE SENIOR LIVING FOUNDATION INC 264464727 7 1 0 0 BVG ACQUISITION INC 203701186 10 1 0 0 EAST RIDGE RETIREMENT VILLAGE INC 590903331 10 1 0 0 BONITA SPRINGS RETIREMENT VILLAGE INC 262386152 10 1 0 0 HOSPICE OF THE FLORIDA KEYS INC 592386289 7 1 0 0 8 0 0 1 0 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 1 SCHEDULE A, PART I, LINE 12G: AVMED, INC. IS EXEMPT UNDER SECTION 501(C)(4). SCHEDULE A, PART IV, SECTION A, LINE 3B: SANTAFE HEALTHCARE, INC. RETAINS ON FILE A COPY OF AVMED, INC.'S IRS DETERMINATION LETTER AND COMPLETES ANNUALLY A PRO FORMA SCHEDULE A, PART III TO ENSURE AVMED, INC. SATISFIES THE PUBLIC SUPPORT TEST UNDER SECTION 509(A)(2). SCHEDULE A, PART IV, SECTION A, LINE 3C: SANTAFE HEALTHCARE, INC. DID NOT PROVIDE FINANCIAL SUPPORT TO AVMED, INC. DURING 2019. SANTAFE HEALTHCARE, INC. AND AVMED, INC. SHARE COMMON MANAGEMENT. AS A RESULT, MANAGEMENT ENSURES THE USE OF ANY POTENTIAL FINANCIAL SUPPORT TO AVMED, INC. IS CONSISTENT WITH THE INTENDED CHARITABLE PURPOSE. 728706 728706 299343 93998 205345 934051 DUE FROM AFFILIATES 21321855 LIQUIDITY SUPPORT AGREEMENT INVESTMENT 5404309 DEFERRED COMPENSATION ASSETS 3431219 PENSION CONTRIBUTION RECEIVABLE 2114538 ACCRUED INTEREST RECEIVABLE 46647 32318568 ACCRUED PENSION LIABILITY 41230701 BENEFITS PAYABLE 11153622 OTHER LIABILITIES 654583 DUE TO AFFILIATES 46398 53085304 X PART X, LINE 2: EXPLANATION FOR UNCERTAIN TAX POSITIONS UNDER ASC 740: THE COMPANY IS EXEMPT FROM FEDERAL INCOME TAXES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE WITH THE EXCEPTION OF AVMED, WHICH IS EXEMPT UNDER SECTION 501(C)(4), AND SF HOLDING CORP., INC., WHICH IS SUBJECT TO INCOME TAXES. WHEN APPLICABLE, SUCH EXPENSE IS RECORDED AS A COMPONENT OF MARKETING, GENERAL, AND ADMINISTRATIVE EXPENSES. THE COMPANY HAS NO UNCERTAIN TAX POSITIONS AS OF DECEMBER 31, 2019 OR 2018. X 1 1 X X X X X 1 1 0 0 0 0 0 0 0 MICHAEL P GALLAGHER PRES/CEO/DIRECTOR (THRU 3/1/19) 249096 0 2051247 0 433645 0 16800 0 10864 0 2761652 0 0 0 JAMES M REPP PRESIDENT/COO-AVMED 577044 0 405133 0 127030 0 212102 0 24293 0 1345602 0 108977 0 RANDALL L STUART ASSISTANT TREASURER 482682 0 262698 0 174090 0 116077 0 25266 0 1060813 0 85241 0 ANN O WEHR MD SR VP/CHIEF MEDICAL OFFICER-AVMED 448458 0 266294 0 115726 0 139810 0 32196 0 1002484 0 83867 0 R BRADFORD BENTLEY SR VP SEGMENT STRATEGY-AVMED (THRU 1 351335 0 231783 0 287670 0 85849 0 35493 0 992130 0 73253 0 LAWRENCE G SCHREIBER PRESIDENT/CEO/DIRECTOR 642682 0 0 0 33150 0 153462 0 17946 0 847240 0 0 0 STEVEN M ZIEGLER ASSISTANT SECRETARY 382640 0 216862 0 90462 0 120218 0 34351 0 844533 0 71294 0 JAMES A SIMPSON SR VP/CIO-AVMED (THRU 3/12/19) 87038 0 198525 0 511842 0 6560 0 16635 0 820600 0 197313 0 WINSTON H LONSDALE SR VP DELIVERY SOLUTIONS, CIO-AVMED 339924 0 144409 0 103988 0 25050 0 30866 0 644237 0 0 0 TROY R HART PRESIDENT-SANTAFE SENIOR LIVING 358460 0 60521 0 131715 0 54520 0 34730 0 639946 0 34961 0 ROBERT D BONNELL MD REGIONAL MEDICAL DIRECTOR-AVMED 287811 0 133589 0 52256 0 26477 0 28549 0 528682 0 14444 0 EDWIN RODRIGUEZ MD REGIONAL MEDICAL DIRECTOR-AVMED 295303 0 139543 0 41079 0 16800 0 25687 0 518412 0 0 0 JAVIER MENDOZA VP PRODUCT PORTFOLIO MGMT-AVMED 262345 0 119173 0 25031 0 30572 0 25547 0 462668 0 0 0 ROBIN FLORY VP NETWORK-AVMED (THRU 5/8/19) 102530 0 115736 0 179740 0 9267 0 25136 0 432409 0 10652 0 ERIC JOHNSON VP CHIEF ACTUARY-AVMED 272454 0 89326 0 901 0 39827 0 25809 0 428317 0 0 0 GAYLE MATTSON PRES-HAVEN HOSPICE (THRU 5/31/19) 187688 0 158248 0 39095 0 10199 0 240 0 395470 0 0 0 CHRISTINE M SHIPLEY SR VP/CHIEF PEOPLE OFFICER-AVMED 217089 0 0 0 58072 0 37275 0 11278 0 323714 0 0 0 C ASHLEY ALLEN SR VP/CHIEF MARKETING OFFICER-AVMED 224295 0 0 0 35698 0 39234 0 10230 0 309457 0 0 0 CATHERINE E AYERS FORMER ASSISTANT SECRETARY 85537 0 144035 0 6122 0 9183 0 280 0 245157 0 0 0 PART I, LINE 1A TAX GROSS-UP PAYMENTS OCCUR FOR GROUP VARIABLE LIFE INSURANCE PREMIUMS PAID ON BEHALF OF THE LISTED AND OTHER EMPLOYEES. EMPLOYER PAID PREMIUMS ARE DEEMED TO BE TAXABLE COMPENSATION AND ARE GROSSED-UP FOR THE TAX IMPACT PRIOR TO BEING ADDED AS IMPUTED INCOME TO AN EMPLOYEE'S YEAR-END FORM W-2. TAX GROSS-UP PAYMENTS ARE PROVIDED FOR VESTED DISTRIBUTIONS FROM THE DEFINED CONTRIBUTION AND (NOW FROZEN) DEFINED BENEFIT PENSION RESTORATION PLANS. PART I, LINE 3 LAWRENCE G SCHREIBER AND MICHAEL P GALLAGHER (THROUGH 3/1/2019) ARE THE PRESIDENTS AND CHIEF EXECUTIVE OFFICERS (CEO) OF SANTAFE HEALTHCARE, INC. MR. SCHREIBER AND MR. GALLAGHER ARE COMPENSATED BY SANTAFE HEALTHCARE, INC. SANTAFE HEALTHCARE, INC. UTILIZES THE FOLLOWING PROCESS TO ESTABLISH THE CEO'S COMPENSATION AND BENEFITS: THE BOARD OF DIRECTORS ANNUALLY RETAINS AN INDEPENDENT THIRD PARTY COMPENSATION AND BENEFITS CONSULTING FIRM (FIRM) TO CONDUCT A MARKET COMPETITIVENESS REVIEW OF THE CEO'S TOTAL DIRECT COMPENSATION (BASE SALARY, ANNUAL INCENTIVES AND LONG TERM INCENTIVES) AND BENEFITS. THE COMPETITIVE ANALYSIS INCLUDES COMPARISON TO SIMILAR POSITIONS IN COMPANIES OF SIMILAR SIZE WITHIN THE SAME OR SIMILAR INDUSTRY. THE FIRM MAKES RECOMMENDATIONS, IF ANY, DIRECTLY TO THE BOARD OF DIRECTORS. THE BOARD OF DIRECTORS ESTABLISHES THE FINAL COMPENSATION AND BENEFIT PACKAGE FOR THE CEO TAKING INTO CONSIDERATION THE MARKET COMPETITIVENESS REVIEW AND FINAL RECOMMENDATION OF THE FIRM. THE FIRM PROVIDES AN OPINION LETTER REGARDING THE REASONABLENESS OF THE FINAL COMPENSATION AND BENEFITS PACKAGE. THE ACTIONS OF THE BOARD ARE DOCUMENTED IN THE MINUTES OF THE BOARD MEETING. PART I, LINES 4A-B (RELATES TO PART I, LINE 4A): LISTED PERSONS ARE EMPLOYEES OF SANTAFE HEALTHCARE, INC. AND ARE COVERED UNDER A SEVERANCE POLICY. THE SEVERANCE POLICY INCLUDES MONTHLY PAYMENTS UP TO A MAXIMUM OF 12 - 36 MONTHS UNDER QUALIFYING CIRCUMSTANCES DEPENDING ON POSITION. LISTED PERSONS WHO RECEIVED A SEVERANCE PAYMENT OR CHANGE OF CONTROL PAYMENT IN 2019 ARE AS FOLLOWS: JAMES A SIMPSON RECEIVED $234,213 IN COMPENSATION PAYMENTS DUE TO A SEVERANCE AGREEMENT. R BRADFORD BENTLEY RECEIVED $74,876 IN COMPENSATION PAYMENTS DUE TO A SEVERANCE AGREEMENT. ROBIN FLORY RECEIVED $136,005 IN COMPENSATION PAYMENTS DUE TO A SEVERANCE AGREEMENT. PART I, LINE 4B: SANTAFE HEALTHCARE, INC. MAINTAINS TWO ACTIVE NONQUALIFIED RETIREMENT PLANS FOR A CERTAIN GROUP OF EXECUTIVES. ONE PLAN RESTORES RETIREMENT BENEFITS EQUIVALENT TO QUALIFIED 401(K) BENEFITS ON INCOME EARNED IN EXCESS OF THE INTERNAL REVENUE SERVICE CODE SECTION 401(A)(17) RECOGNIZABLE PAY LIMITS (A DEFINED CONTRIBUTION RESTORATION PLAN). VESTING FOR THIS PLAN IS ACHIEVED AT AGE 55 AND 10 YEARS OF SERVICE OR AT AGE 65 AND 5 YEARS OF SERVICE. THE SECOND SUPPLEMENTAL DEFINED CONTRIBUTION PLAN PROVIDES ADDITIONAL RETIREMENT INCOME BASED ON A PERCENTAGE OF BASE SALARY AND VESTS AT THREE AND FIVE YEARS OF SERVICE. LISTED PERSONS VESTED AND RECEIVED PAYMENTS FROM A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN IN 2019 AS FOLLOWS: JAMES A SIMPSON $264,450 MICHAEL P GALLAGHER $217,522 RANDALL L STUART $124,495 R BRADFORD BENTLEY $117,017 TROY R HART $113,000 JAMES M REPP $ 93,435 ANN O WEHR MD $ 92,170 WINSTON H LONSDALE $ 90,016 STEVEN M ZIEGLER $ 74,857 ROBERT D BONNELL MD $ 28,197 EDWIN RODRIGUEZ MD $ 28,067 JAVIER MENDOZA $ 21,136 ROBIN FLORY $ 11,421 CATHERINE E AYERS $ 6,122 PART II CERTAIN SENIOR EXECUTIVES ARE ACCOUNTABLE FOR AND PERFORM SERVICES FOR SANTAFE HEALTHCARE, INC. AND EACH OF ITS AFFILIATES. SANTAFE HEALTHCARE, INC. AND AFFILIATES REPRESENT A DIVERSIFIED FAMILY OF NOT-FOR-PROFIT ORGANIZATIONS WITH OVER $2 BILLION IN GROSS RECEIPTS AND MORE THAN 1,900 EMPLOYEES. THESE SENIOR EXECUTIVES ARE PAID BY SANTAFE HEALTHCARE, INC. AND THEIR COMPENSATION AND BENEFITS ARE APPORTIONED AND CHARGED TO THE RESPECTIVE AFFILIATES BASED ON THE ESTIMATED AMOUNT OF TIME SPENT ON EACH AFFILIATE'S ACTIVITIES. FOR 2019, EXECUTIVE COMPENSATION AND BENEFITS PAID BY SANTAFE HEALTHCARE, INC. WERE APPORTIONED AND CHARGED TO RELATED ORGANIZATIONS AS FOLLOWS: 90% - LAWRENCE G SCHREIBER, CHIEF EXECUTIVE OFFICER/PRESIDENT/DIRECTOR 90% - MICHAEL P GALLAGHER, CHIEF EXECUTIVE OFFICER/PRESIDENT/DIRECTOR (THROUGH 3/1/2019) 97.5% - RANDALL L STUART, SR VP/CFO - AVMED, INC./ASSISTANT TREASURER 100% - CHRISTINE M SHIPLEY, SR VP CHIEF PEOPLE OFFICER - AVMED, INC. 95% - CATHERINE E AYERS, FORMER SR VP HUMAN RESOURCES - AVMED, INC./ASSISTANT SECRETARY 90% - STEVEN M ZIEGLER, SR VP LEGAL & COMPLIANCE - AVMED, INC./ASSISTANT SECRETARY 100% - GAYLE MATTSON, PRESIDENT - HAVEN HOSPICE & HOSPICE OF THE FLORIDA KEYS, INC./VNA (THROUGH 5/31/2019) 100% - TROY R HART, PRESIDENT - SANTAFE SENIOR LIVING, INC. 100% - JAMES M REPP, PRESIDENT/CHIEF OPERATING OFFICER - AVMED, INC. 100% - R BRADFORD BENTLEY, SR VP SEGMENT STRATEGY, DATA ANALYTICS & PERFORMANCE - AVMED, INC. (THROUGH 10/30/2019) 100% - JAMES A SIMPSON, SR VP & CHIEF INFORMATION OFFICER - AVMED, INC. (THROUGH 3/12/2019) 100% - ANN O WEHR MD, SR VP/CHIEF MEDICAL OFFICER, POPULATION HEALTH/PROVIDER ALLIANCES - AVMED, INC. 100% - WINSTON H LONSDALE, SR VP DELIVERY SOLUTIONS, CHIEF INFORMATION OFFICER - AVMED, INC. 100% - C ASHLEY ALLEN, SR VP CHIEF STRATEGIC GROWTH & MARKETING OFFICER - AVMED, INC. 100% - EDWIN RODRIGUEZ MD, REGIONAL MEDICAL DIRECTOR - AVMED, INC. 100% - ROBERT D BONNELL MD, REGIONAL MEDICAL DIRECTOR - AVMED, INC. 100% - JAVIER MENDOZA, VP PRODUCT PORTFOLIO MANAGEMENT - AVMED, INC. 100% - ROBIN FLORY, VP REGIONAL NETWORK SOUTH - AVMED, INC. 100% - ERIC JOHNSON, VP CHIEF ACTUARY - AVMED, INC. FORM 990, PART VI, SECTION B, LINE 11B THE ORGANIZATION'S PROCESS FOR ENSURING THE ACCURATE PREPARATION, REVIEW AND APPROVAL OF THE 2019 FORM 990 BEGAN WITH PROFESSIONAL DEVELOPMENT OF STAFF (SEVERAL OF WHICH ARE CPAS) WHICH WERE INVOLVED IN THE PREPARATION OF THE 2019 FORM 990. IN ADDITION TO STAFF DEVELOPMENT, WHICH INCLUDED ATTENDING TAX SEMINARS AND CLASSES, MANAGEMENT ALSO CONSULTED WITH INDEPENDENT ACCOUNTING FIRMS AND TAX LEGAL COUNSEL REGARDING THE IRS FORM 990 CODE AND FILING REQUIREMENTS. THE ORGANIZATION ALSO PREVIOUSLY EDUCATED ITS MANAGEMENT TEAM, OFFICERS AND DIRECTORS, WITH THE ASSISTANCE OF PRICEWATERHOUSECOOPERS LLP, REGARDING THE FORM 990 AND THEIR INVOLVEMENT IN REVIEWING THE RETURN. FOLLOWING MANAGEMENT'S PREPARATION OF THE 2019 FORM 990, PRICEWATERHOUSECOOPERS LLP REVIEWED THE 2019 FORM 990. A COPY OF THE 2019 FORM 990 AND ATTACHMENTS WERE PROVIDED TO THE ORGANIZATION'S CURRENT BOARD OF DIRECTORS FOR THEIR REVIEW AND COMMENT. EXECUTIVE MANAGEMENT ADDRESSED ANY QUESTIONS RAISED BY THE BOARD MEMBERS PRIOR TO FILING THE 2019 FORM 990 AND ATTACHMENTS WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C SANTAFE HEALTHCARE, INC. HAS A PROCEDURE FOR MONITORING AND ENFORCING COMPLIANCE WITH ITS CORPORATE CONFLICT OF INTEREST POLICY (POLICY). EACH COVERED PERSON SHALL RECEIVE A COPY OF THE POLICY FOR REVIEW, SUBMIT AN AFFIRMATION, AND COMPLETE A QUESTIONNAIRE WHICH IS ATTACHED TO THE CODE OF ETHICAL BUSINESS CONDUCT. THE PROCEDURE DETAILS THAT THE CORPORATE SECRETARY HAS RESPONSIBILITY FOR DELIVERY OF THE POLICY TO DIRECTORS AND OFFICERS AND RECEIPT OF THEIR AFFIRMATIONS AND QUESTIONNAIRES. THE HUMAN RESOURCES DEPARTMENT SHALL OBTAIN THE AFFIRMATION AND QUESTIONNAIRE FROM EVERY NEW EMPLOYEE AT ORIENTATION AND FROM ALL EMPLOYEES ANNUALLY. MEMBERS OF CORPORATE ADVISORY BOARDS SUBMIT THE AFFIRMATION AND QUESTIONNAIRE TO THE CHIEF COMPLIANCE OFFICER. ANNUAL CONFLICT OF INTEREST STATEMENTS ARE REVIEWED BY INTERNAL STAFF TO ENSURE RECORDS ARE COMPLETE. AS PART OF THE CORPORATE CONTRACT REVIEW PROCESS, CONSIDERATION IS GIVEN TO ANY POTENTIAL CONFLICTS OF INTEREST INVOLVING OPERATIONAL OR FINANCIAL TRANSACTIONS. ALL EMPLOYEES ARE EXPECTED TO DISCLOSE ANY POTENTIAL OR ACTUAL CONFLICT. INITIAL REVIEW OF EMPLOYEE QUESTIONNAIRES WILL BE PERFORMED BY THE HUMAN RESOURCES DEPARTMENT WITH REVIEW OF ANY DISCLOSURES BY THE CHIEF COMPLIANCE OFFICER WHO WILL EVALUATE, MAKE NECESSARY INQUIRIES, AND INVESTIGATE ALTERNATIVES. BOARD MEMBERS SHALL DISCLOSE ANY POTENTIAL OR ACTUAL CONFLICT TO THE CHAIRMAN OF THE SANTAFE HEALTHCARE, INC. BOARD, AND THE CHAIRMAN OR CHIEF COMPLIANCE OFFICER SHALL EVALUATE CONFLICT DISCLOSURES AND, IF APPROPRIATE, INVESTIGATE ALTERNATIVES AND REPORT TO DISINTERESTED BOARD MEMBERS FOR RESOLUTION. THE MINUTES OF THE BOARD OR ANY COMMITTEE MEETING AT WHICH A POTENTIAL OR ACTUAL CONFLICT OF INTEREST IS DISCLOSED OR DISCUSSED SHALL REFLECT THE NAME OF THE INTERESTED PARTY, THE NATURE OF THE CONFLICT, THE DELIBERATIONS AND THE RESOLUTION OF THE CONFLICT. IF IT IS DETERMINED THAT A COVERED PERSON HAS FAILED TO COMPLY WITH THE POLICY, THE CHIEF COMPLIANCE OFFICER OR THE CHAIRMAN SHALL TAKE APPROPRIATE ACTION, WHICH MAY INCLUDE REMOVAL FROM OFFICE OR TERMINATION OF EMPLOYMENT. FORM 990, PART VI, SECTION B, LINE 15 LAWRENCE G SCHREIBER AND MICHAEL P GALLAGHER (THROUGH 3/1/2019) ARE THE PRESIDENTS AND CHIEF EXECUTIVE OFFICERS (CEO) OF SANTAFE HEALTHCARE, INC. MR. SCHREIBER AND MR. GALLAGHER ARE COMPENSATED BY SANTAFE HEALTHCARE, INC. SANTAFE HEALTHCARE, INC. UTILIZES THE FOLLOWING PROCESS TO ESTABLISH THE CEO'S COMPENSATION AND BENEFITS: THE BOARD OF DIRECTORS ANNUALLY RETAINS AN INDEPENDENT THIRD PARTY COMPENSATION AND BENEFITS CONSULTING FIRM (FIRM) TO CONDUCT A MARKET COMPETITIVENESS REVIEW OF THE CEO'S TOTAL DIRECT COMPENSATION (BASE SALARY, ANNUAL INCENTIVES AND LONG TERM INCENTIVES) AND BENEFITS. THE COMPETITIVE ANALYSIS INCLUDES COMPARISON TO SIMILAR POSITIONS IN COMPANIES OF SIMILAR SIZE WITHIN THE SAME OR SIMILAR INDUSTRY. THE FIRM MAKES RECOMMENDATIONS, IF ANY, DIRECTLY TO THE BOARD OF DIRECTORS. THE BOARD OF DIRECTORS ESTABLISHES THE FINAL COMPENSATION AND BENEFIT PACKAGE FOR THE CEO TAKING INTO CONSIDERATION THE MARKET COMPETITIVENESS REVIEW AND FINAL RECOMMENDATION OF THE FIRM. THE FIRM PROVIDES AN OPINION LETTER REGARDING THE REASONABLENESS OF THE FINAL COMPENSATION AND BENEFITS PACKAGE. THE ACTIONS OF THE BOARD ARE DOCUMENTED IN THE MINUTES OF THE BOARD MEETING. FORM 990, PART VI, SECTION B, LINE 15B: PROCESS FOR DETERMINING COMPENSATION FOR OTHER LISTED PERSONS OF SANTAFE HEALTHCARE, INC. IS AS FOLLOWS: THE SANTAFE HEALTHCARE, INC. BOARD OF DIRECTORS ANNUALLY RETAINS AN INDEPENDENT THIRD PARTY COMPENSATION AND BENEFITS FIRM (FIRM) TO CONDUCT A MARKET COMPETITIVENESS REVIEW OF ALL EXECUTIVES' TOTAL DIRECT COMPENSATION (BASE SALARY, ANNUAL INCENTIVES, AND LONG-TERM INCENTIVES) AND BENEFITS. THE COMPETITIVE ANALYSIS INCLUDES COMPARISONS TO SIMILAR POSITIONS IN COMPANIES OF SIMILAR SIZE WITHIN THE SAME OR SIMILAR INDUSTRY. AFTER COMPLETION OF ITS REVIEW, THE FIRM MAKES RECOMMENDATIONS, IF ANY, DIRECTLY TO THE BOARD OF DIRECTORS. THE FIRM PROVIDES AN OPINION LETTER REGARDING THE REASONABLENESS OF TOTAL DIRECT COMPENSATION AND EXECUTIVE BENEFITS. THE ACTIONS OF THE BOARD ARE DOCUMENTED IN THE MINUTES OF THE BOARD MEETING. THE SANTAFE HEALTHCARE, INC. BOARD OF DIRECTORS ANNUALLY RETAINS AN INDEPENDENT THIRD PARTY CONSULTANT TO CONDUCT A MARKET COMPETITIVENESS REVIEW OF THE BOARD OF DIRECTORS' (INCLUDING OFFICER POSITIONS) COMPENSATION. THE COMPETITIVENESS ANALYSIS INCLUDES COMPARISONS TO BOTH NOT-FOR-PROFIT AND PUBLIC COMPANY (EXCLUDING EQUITY COMPONENT) DATA FOR COMPANIES WITHIN THE SAME OR SIMILAR INDUSTRY. ANY COMPENSATION CHANGES ARE APPROVED BY THE BOARD OF DIRECTORS BASED ON THE MARKET COMPETITIVENESS STUDY. FORM 990, PART VI, SECTION C, LINE 19 SANTAFE HEALTHCARE, INC.'S PROCEDURE FOR MAKING VARIOUS DOCUMENTS AVAILABLE TO THE PUBLIC IS AS FOLLOWS: THE ARTICLES OF INCORPORATION CAN BE ACCESSED DIRECTLY THROUGH THE FLORIDA DEPARTMENT OF STATE, DIVISION OF CORPORATIONS WEBSITE AT WWW.SUNBIZ.ORG. THE CONFLICT OF INTEREST POLICY CAN BE OBTAINED DIRECTLY FROM THE ORGANIZATION UPON WRITTEN REQUEST. SANTAFE HEALTHCARE, INC. DID NOT OTHERWISE MAKE ITS GOVERNING DOCUMENTS, INCLUDING BYLAWS, AVAILABLE TO THE PUBLIC. IN ADDITION, DURING THE TAX YEAR, SANTAFE HEALTHCARE, INC. DID NOT MAKE ITS AUDITED FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC. FORM 990, PART VII, SECTION A, LINE 1A: COMPENSATION PAID BY RELATED ORGANIZATIONS: CERTAIN SENIOR EXECUTIVES ARE ACCOUNTABLE FOR AND PERFORM SERVICES FOR SANTAFE HEALTHCARE, INC. AND EACH OF ITS AFFILIATES. SANTAFE HEALTHCARE, INC. AND AFFILIATES REPRESENT A DIVERSIFIED FAMILY OF NOT-FOR-PROFIT ORGANIZATIONS WITH OVER $2 BILLION IN GROSS RECEIPTS AND MORE THAN 1,900 EMPLOYEES. THESE SENIOR EXECUTIVES ARE PAID BY SANTAFE HEALTHCARE, INC. AND THEIR COMPENSATION AND BENEFITS ARE APPORTIONED AND CHARGED TO THE RESPECTIVE AFFILIATES BASED ON THE ESTIMATED AMOUNT OF TIME SPENT ON EACH AFFILIATE'S ACTIVITIES. FOR 2019, EXECUTIVE COMPENSATION AND BENEFITS PAID BY SANTAFE HEALTHCARE, INC. WERE APPORTIONED AND CHARGED TO RELATED ORGANIZATIONS AS FOLLOWS: 90% - LAWRENCE G SCHREIBER, CHIEF EXECUTIVE OFFICER/PRESIDENT/DIRECTOR 90% - MICHAEL P GALLAGHER, CHIEF EXECUTIVE OFFICER/PRESIDENT/DIRECTOR (THROUGH 3/1/2019) 97.5% - RANDALL L STUART, SR VP/CFO - AVMED, INC./ASSISTANT TREASURER 100% - CHRISTINE M SHIPLEY, SR VP CHIEF PEOPLE OFFICER - AVMED, INC. 95% - CATHERINE E AYERS, FORMER SR VP HUMAN RESOURCES - AVMED, INC. 90% - STEVEN M ZIEGLER, SR VP LEGAL & COMPLIANCE - AVMED, INC./ASSISTANT SECRETARY 100% - GAYLE MATTSON, PRESIDENT - HAVEN HOSPICE AND HOSPICE OF THE FLORIDA KEYS, INC./VNA (THROUGH 5/31/2019) 100% - TROY R HART, PRESIDENT - SANTAFE SENIOR LIVING, INC. 100% - JAMES M REPP, PRESIDENT/CHIEF OPERATING OFFICER - AVMED, INC. 100% - R BRADFORD BENTLEY, SR VP/SEGMENT STRATEGY & PERFORMANCE - AVMED, INC. (THROUGH 10/30/2019) 100% - JAMES A SIMPSON, SR VP/CHIEF INFORMATION OFFICER - AVMED, INC. (THROUGH 3/12/2019) 100% - ANN O WEHR MD, SR VP/CHIEF MEDICAL OFFICER, POPULATION HEALTH/ PROVIDER ALLIANCES - AVMED, INC. 100% - WINSTON H LONSDALE, SR VP DELIVERY SOLUTIONS, CHIEF INFORMATION OFFICER - AVMED, INC. 100% - C ASHLEY ALLEN, SR VP CHIEF STRATEGIC GROWTH & MARKETING OFFICER - AVMED, INC. 100% - EDWIN RODRIGUEZ MD, REGIONAL MEDICAL DIRECTOR - AVMED, INC. 100% - ROBERT D BONNELL MD, REGIONAL MEDICAL DIRECTOR - AVMED, INC. 100% - JAVIER MENDOZA, VP PRODUCT PORTFOLIO MANAGEMENT - AVMED, INC. 100% - ROBIN FLORY, VP REGIONAL NETWORK SOUTH - AVMED, INC. 100% - ERIC JOHNSON, VP CHIEF ACTUARY - AVMED, INC. FORM 990, PART XI, LINE 9: CHANGE IN MINIMUM LIABILITY FOR QUALIFIED PENSION PLAN 30,264,827. CAPITAL CONTRIBUTION FROM SF HOLDING CORP., INC. 4,550. FORM 990, PART XII, LINE 2C: AUDIT OVERSIGHT PROCESS: THE COMPANY'S AUDIT COMMITTEE HAS NOT CHANGED ITS PROCESS FOR SELECTION OF THE INDEPENDENT ACCOUNTANT OR ITS PROCESS FOR MANAGING THE AUDIT. FORM 990, PART VII, SECTION B, INDEPENDENT CONTRACTORS: COMPENSATION TO INDEPENDENT CONTRACTORS IN THIS SECTION INCLUDES BOTH PAYMENTS MADE BY SANTAFE HEALTHCARE, INC. FOR ITS SOLE BENEFIT AND ALSO PAYMENTS MADE FOR THE BENEFIT OF RELATED ENTITIES. SANTAFE MANAGEMENT SERVICES LLC PO BOX 749 GAINESVILLE FL 326270749 592317607 MANAGEMENT SERVICES FL 20583454 14084945 SANTAFE HEALTHCARE INC AVMED INC PO BOX 749 GAINESVILLE FL 326270749 592742907 HEALTH CARE FL 501(C)(4) N/A SANTAFE HEALTHCARE INC 1 NORTH FLORIDA RETIREMENT VILLAGE INC PO BOX 749 GAINESVILLE FL 326270749 591912330 RETIREMENT COMMUNITY FL 501(C)(3) 10 SANTAFE HEALTHCARE INC 1 NORTH CENTRAL FLORIDA HOSPICE INC PO BOX 749 GAINESVILLE FL 326270749 592490893 HOSPICE CARE FL 501(C)(3) 10 SANTAFE HEALTHCARE INC 1 SANTAFE SENIOR LIVING INC PO BOX 749 GAINESVILLE FL 326270749 203700526 MANAGEMENT AND FINANCIAL SUPPORT FOR NOT-FOR-PROFIT AFFILIATES FL 501(C)(3) 12B TYPE II SANTAFE HEALTHCARE INC 1 BVG ACQUISITION INC PO BOX 749 GAINESVILLE FL 326270749 203701186 RETIREMENT COMMUNITY FL 501(C)(3) 10 SANTAFE HEALTHCARE INC 1 EAST RIDGE RETIREMENT VILLAGE INC PO BOX 749 GAINESVILLE FL 326270749 590903331 RETIREMENT COMMUNITY FL 501(C)(3) 10 SANTAFE HEALTHCARE INC 1 BONITA SPRINGS RETIREMENT VILLAGE INC PO BOX 749 GAINESVILLE FL 326270749 262386152 RETIREMENT COMMUNITY FL 501(C)(3) 10 SANTAFE HEALTHCARE INC 1 SANTAFE SENIOR LIVING FOUNDATION INC PO BOX 749 GAINESVILLE FL 326270749 264464727 CHARITABLE & EDUCATIONAL PURPOSES FL 501(C)(3) 7 SANTAFE HEALTHCARE INC 1 HOSPICE OF THE FLORIDA KEYS INC PO BOX 749 GAINESVILLE FL 326270749 592386289 HOSPICE CARE & HOME HEALTH CARE FL 501(C)(3) 7 SANTAFE HEALTHCARE INC 1 SF HOLDING CORPINC PO BOX 749 GAINESVILLE FL 326270749 592903901 HOLDING COMPANY FL SANTAFE HEALTHCARE INC C 1.00000 1 AVMED ADMINISTRATORS INC PO BOX 749 GAINESVILLE FL 326270749 842931956 THIRD PARTY ADMINISTRATIVE SERVICES FL N/A C 0 CHARITABLE REMAINDER UNITRUSTS (2) CHARITABLE REMAINDER UNITRUST FL N/A 0 0 0 1 1 0 0 0 0 0 0 1 1 1 1 0 1 1 0 0 EAST RIDGE RETIREMENT VILLAGE INC D 946228 REMAINING BALANCE OF LOAN BONITA SPRINGS RETIREMENT VILLAGE INC D 11668168 REMAINING BALANCE OF GUARANTEE AVMED INC L 15641713 COST OF SERVICES NORTH CENTRAL FLORIDA HOSPICE INC L 1948963 COST OF SERVICES SANTAFE SENIOR LIVING INC L 1629669 COST OF SERVICES NORTH FLORIDA RETIREMENT VILLAGE INC L 424903 COST OF SERVICES EAST RIDGE RETIREMENT VILLAGE INC L 445881 COST OF SERVICES BONITA SPRINGS RETIREMENT VILLAGE INC L 341911 COST OF SERVICES AVMED INC M 769760 COST OF SERVICES AVMED INC P 77689 ACTUAL INVOICES AVMED INC Q 1516303 ACTUAL INVOICES BONITA SPRINGS RETIREMENT VILLAGE INC Q 472593 ACTUAL INVOICES EAST RIDGE RETIREMENT VILLAGE INC Q 1029358 ACTUAL INVOICES NORTH CENTRAL FLORIDA HOSPICE INC Q 1116208 ACTUAL INVOICES NORTH FLORIDA RETIREMENT VILLAGE INC Q 839539 ACTUAL INVOICES SANTAFE SENIOR LIVING INC Q 86190 ACTUAL INVOICES