2020-11-09T08:22:58-07:00 2019-12-31 990 2019-01-01 161476372 ST LUKE'S HOME RESIDENTIAL HEALTH CARE FACILITY INC STLU 3156248600 1650 CHAMPLIN AVE NEW HARTFORD NY 13413 Louis Aiello Senior Vice President, CFO 3156246143 2020-11-09 192.54.140.20 2019 2021-01-29 14:40:06Z MVHS REHABILITATION AND NURSING CENTER ST LUKE'S HOME RESIDENTIAL HEALTH CARE FACILITY INC 1650 CHAMPLIN AVE NEW HARTFORD NY 13413 20688597 0 X WWW.MVHEALTHSYSTEM.ORG/RNC X 1995 NY TO ESTABLISH AND MAINTAIN, WITHIN THE STATE OF NEW YORK, A RESIDENTIAL HEALTH CARE FACILITY, TO PROVIDE CARE TO THE FRAIL, ELDERLY AND OTHER INDIVIDUALS REQUIRING SKILLED NURSING CARE AND/OR RESTORATIVE REHABILITATION. TO CARRY ON EDUCATIONAL ACTIVITIES AND PROGRAMS INCIDENT TO THE PURPOSES SET FORTH ABOVE. TO DO ANY OTHER ACT OR THING INCIDENTAL TO OR CONNECTED WITH THE FOREGOING PURPOSES OR ADVANCEMENT THEREOF, BUT NOT FOR THE PECUNIARY PROFIT OR FINANCIAL GAIN OF ITS MEMBERS, DIRECTORS, OR OFFICERS, EXCEPT AS PERMITTED UNDER THE NEW YORK STATE NOT-FOR-PROFIT CORPORATION LAW. 19 16 378 7 0 0 44920 40838 18933674 18413033 364875 416 2000023 2234310 21343492 20688597 0 0 0 0 14399068 13264339 0 0 0 6534390 6632175 20933458 19896514 410034 792083 22393022 23439238 5553361 5807494 16839661 17631744 TO ESTABLISH AND MAINTAIN, WITHIN THE STATE OF NEW YORK, A RESIDENTIAL HEALTH CARE FACILITY TO PROVIDE CARE TO THE FRAIL, ELDERLY AND OTHER INDIVIDUALS REQUIRING SKILLED NURSING CARE AND/OR RESTORATIVE REHABILITATION. TO CARRY EDUCATIONAL ACTIVITIES AND PROGRAMS INCIDENT TO THE PURPOSES SET FORTH ABOVE. TO DO ANY OTHER ACT OR THING INCIDENTAL TO OR CONNECTED WITH THE FOREGOING PURPOSES OR ADVANCEMENT THEREOF, BUT NOT FOR THE PECUNIARY PROFIT OR FINANCIAL GAIN OF ITS MEMBERS, DIRECTORS, OR OFFICERS, EXCEPT AS PERMITTED UNDER THE NEW YORK STATE NOT-FOR-PROFIT CORPORATION LAW. 0 0 18427493 20647343 ST. LUKE'S HOME RESIDENTIAL HEALTH CARE FACILITY IS NOT FOR PROFIT ORGANIZATION DEDICATED TO CARING FOR LIFE THROUGH A BROAD RANGE OF HEALTH CARE SERVICES. THE ORGANIZATION OPERATES A 202 BED SKILLED NURSINGFACILITY ALONG WITH AN ADULT DAY CARE PROGRAM WITH A FOCUS ON THE RESIDENTS PHYSICAL AND MENTAL WELL-BEING. 0 0 0 18427493 1 1 0 0 0 0 0 0 0 0 1 0 0 1 1 1 1 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 0 0 0 1 47 0 1 378 1 0 0 0 0 0 0 X 19 16 0 0 0 0 1 1 0 1 1 0 0 1 1 1 1 1 1 1 1 0 NY X LOUIS AIELLO 3156246143 1650 CHAMPLIN AVE NEW HARTFORD NY 13413 X SCOTT H PERRA FACHE PRESIDENT/CEO 0 0 X 0 772100 34288 SUSHMA KAUL MD DIRECTOR/MEDICAL STAFF PRESIDENT 0.5 3 X 0 743931 26844 DARLENE STROMSTAD PRESIDENT/CEO 1 54 X 0 731635 20112 LOUIS AIELLO CFO 1 49 X 0 474559 41697 MICHAEL MCCOY EXECUTIVE DIRECTOR 50 0 X 133301 0 12292 WALEED ALBERT MD DIRECTOR/MEDICAL STAFF PRESIDENT 0.5 3 X 0 40004 0 BONNIE WOODS CHAIRMAN 0.5 3 X 0 0 0 GREGORY EVANS VICE CHAIRMAN 0.5 3 X 0 0 0 RICHARD ZWEIFEL TREASURER 0.5 3 X 0 0 0 ALICIA DETRAGLIA MD SECRETARY 0.5 3 X 0 0 0 NORMAN SIEGEL CHAIR EMERITUS 0.5 3 X 0 0 0 JOAN COMPSON CHAIR EMERITUS 0.5 4.5 X 0 0 0 RICHARD TANTILLO DIRECTOR 0.5 3 X 0 0 0 CATHERINE BROWNELL PHD DIRECTOR 0.5 3 X 0 0 0 DOMENIC P AIELLO MD DIRECTOR 0.5 3 X 0 0 0 KAREN LEACH DIRECTOR 0.5 3 X 0 0 0 GREGORY B MCLEAN DIRECTOR 0.5 3 X 0 0 0 BARBARA BRODOCK DIRECTOR 0.5 4 X 0 0 0 CATHERINE COMINSKY DIRECTOR 0.5 3 X 0 0 0 ANDREW KOWALCZYK III DIRECTOR 0.5 3 X 0 0 0 SYMEON TSOUPELIS DIRECTOR 0.5 3 X 0 0 0 LAUREN BULL DIRECTOR 0.5 3 X 0 0 0 133301 2762229 135233 1 0 1 0 SODEXO INC & AFFILIATES PO BOX 360170 PITTSBURGH PA 152516170 DINING SERVICES 724329 US FOODSERVICE PO BOX 642554 PITTSBURGH PA 152642554 DINING SERVICES 466259 MOHAWK HOSPITAL EQUIPMENT INC PO BOX 27 UTICA NY 135030027 MEDICAL SUPPLIES 388889 NURSEFINDERS COM PO BOX 910738 DALLAS TX 753910738 NURSING AGENCY 175839 NATIONAL GRID PO BOX 11742 NEWARK NJ 071014742 UTILITIES 130455 5 0 0 0 1664 39174 0 0 40838 PATIENT SERVICE REVENUE 623000 18413033 18413033 0 0 0 0 0 0 18413033 416 0 0 416 0 0 0 0 0 0 0 0 955142 0 0 0 955142 0 955142 955142 0 0 0 0 0 MISC REVENUE 623000 1279168 1279168 0 0 0 0 0 0 1279168 20688597 20647343 0 416 145593 0 145593 0 0 0 0 0 10647002 9714612 932390 0 299772 285802 13970 0 1062684 1013162 49522 0 1109288 1057594 51694 0 2602 0 2602 0 0 0 0 0 29120 0 29120 0 0 0 0 0 0 0 0 0 0 0 328543 328543 0 0 911 565 346 0 639332 614251 25081 0 0 0 0 0 0 0 0 0 366357 345428 20929 0 11882 11597 285 0 0 0 0 0 6439 4598 1841 0 0 0 0 0 0 0 0 0 1365702 1287683 78019 0 83748 77565 6183 0 Food 971461 971461 0 0 NYS Cash Assessment 717462 717462 0 0 Medical Supplies 538626 538626 0 0 Purchased Services Affiliates 635522 635522 0 0 934468 823022 111446 0 19896514 18427493 1469021 0 947125 497979 3304535 2704501 74872 70341 469735 3622841 39806061 28016486 12730343 11789575 4866412 4754001 22393022 23439238 4305531 4595402 1247830 1212092 5553361 5807494 X 16839661 17631744 0 0 16839661 17631744 22393022 23439238 792083 0 0 0 0 0 X X 0 1 X 1 0 X 15915 66467 32783 44920 40838 200923 18260126 18671386 18796460 18933674 18413033 93074679 18276041 18737853 18829243 18978594 18453871 93275602 93275602 868435 866230 866233 1320017 955558 4876473 868435 866230 866233 1320017 955558 4876473 781912 854684 940094 1044881 1279168 4900739 19926388 20458767 20635570 21343492 20688597 103052814 0.90512 0.90957 0.04732 0.04738 X Schedule A, Part III, Line 12 Other Revenue Miscellaneous 275; Other Revenue Café 276,348; Other Revenue Catering 66,285; Other Revenue Donation 215; Other Revenue 481,573; Other Revenue DSRIP 454,472. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 434727 434727 0 26195606 19738976 6456630 0 2738947 1879579 859368 0 10324737 6397931 3926806 0 112044 0 112044 11789575 Due from affiliates, net of current portion 3872435 Resident Funds 59662 Insurance Receivables 821904 4754001 0 Workers Compensation 357810 General and Professional Insurance Liabilities 628333 ESLB Liabilities 225949 1212092 X 20687548 0 0 0 0 0 20687548 0 1049 1049 20688597 19896514 0 0 0 0 0 19896514 0 0 0 19896514 Schedule D, Part X, Line 2 THE HOME HAS BEEN RECOGNIZED BY THE INTERNAL REVENUE SERVICES AS A NOT-FOR-PROFIT CORPORATION AS DESCRIBED IN SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE AND IS EXEMPT FROM FEDERAL INCOME TAXES PURSUANT TO SECTION 501(A) OF THE CODE. AS OF DECEMBER 31, 2019, THE HOME DID NOT HAVE ANY UNRECOGNIZED TAX BENEFITS OR ANY RELATED ACCRUED INTEREST OR PENALTIES. THE TAX YEARS OPEN TO EXAMINATION BY FEDERAL AND NEW YORK STATE TAXING AUTHOROTIES ARE 2016 THROUGH 2019. Schedule D, Part XI, Line 4b CONTRIBUTION OF PROPERTY 0 0 0 0 0 0 1 0 0 DARLENE STROMSTAD PRESIDENT/CEO 0 675000 0 0 0 56635 0 11325 0 8787 0 751747 0 0 SCOTT H PERRA FACHE PRESIDENT/CEO, FORMER 0 615000 0 70000 0 87100 0 22400 0 11888 0 806388 0 0 LOUIS AIELLO CFO 0 411000 0 39150 0 24409 0 25493 0 16204 0 516256 0 0 Schedule J, Part I, Line 6 AN INCENTIVE COMPENSATION PLAN EXISTS FOR THE EXECUTIVE STAFF OF FSLH. COMPENSATION IS BASED ON PERFORMANCE RELATIVE, IN PART, TO THE ORGANIZATION NET EARNINGS TARGETS, AS WELL AS, VARIOUS OTHER QUALITY RELATED PERFORMANCE TARGETS. THE INCENTIVES ARE ONLY PAID OUT UPON ACHIEVEMENT OF THESE SET TARGETS. DURING 2019, $178,167 OF INCENTIVE COMPENSATION WAS PAID OUT UNDER THIS PLAN RELATING TO THE 2018 FISCAL YEAR. $220,000 WAS ACCRUED FOR THE 2019 FISCAL YEAR INCENTIVE COMPENSATION; NO PAYMENTS HAVE BEEN ISSUED IN 2020, DUE TO COVID-19. Form 990, Part VI, Section A, Line 6 THE MEMBERS OF THE ORGANIZATION ARE THOSE INDIVIDUALS WHO SERVE ON THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS OF THE RELATED ORGANIZATION, MOHAWK VALLEY HEALTH SYSTEM. Form 990, Part VI, Section A, Line 7a VACANCIES ON THE BOARD OF DIRECTORS DUE TO THE EXPIRATION OF TERM, REMOVAL, RESIGNATION, DEATH, DISABILITY OR FOR ANY OTHER CAUSE, SHALL BE FILLED BY THE MEMBERS. THE BOARD OF DIRECTORS OF THE CORPORATION MAY NOMINATE CANDIDATES TO FILL SUCH VACANCIES, BUT THE MEMBERS SHALL NOT BE BOUND OR LIMITED TO THE BOARD'S NOMINEES. Form 990, Part VI, Section B, Line 11b THE FORM 990 WAS PRESENTED TO AND REVIEWED BY THE BOARD AT THE MEETING PRIOR TO FILLING. Form 990, Part VI, Section B, Line 12c ANY DIRECTOR, PRINCIPAL OFFICER, MEMBER OF A COMMITTEE WITH BOARD DELEGATED POWERS WHO HAS A DIRECT OR INDIRECT FINANCIAL INTEREST, AS DEFINED BELOW, IS AN INTERESTED PERSON. IF A PERSON IS AN INTERESTED PERSON WITH RESPECT TO ANY ENTITY IN THE HEALTH CARE SYSTEM OF WHICH THE CORPORATION IS A PART, HE OR SHE IS AN INTERSTED PERSON WITH RESPECT TO ALL ENTITIES IN THE HEALTH CARE SYSTEM. A PERSON HAS A FINANCIAL INTEREST IF HE OR SHE PERSONALLY HAS, DIRECTLY OR INDIRECTLY, THROUGH BUSINESS, INVESTMENT OR FAMILY: (1) AN OWNERSHIP OR INVESTMENT INTEREST IN ANY ENTITY WITH WHICH THE CORPORATION HAS A TRANSACTION OR ARRANGEMENT, OR (2) A COMPENSATION ARRANGEMENT WITH THE CORPORATION OR WITH ANY ENTITY OR INDIVIDUAL WITH WHICH THE CORPORATION HAS A TRANSACTION OR ARRANGEMENT, OR (3) A POTENTIAL OWNERSHIP OR INVESTMENT INTEREST IN, OR COMPENSATION ARRANGEMENT WITH, ANY ENTITY OR INDIVIDUAL WITH WHICH THE CORPORATION IS NEGOTIATING A TRANSACTION OR ARRANGEMENT. COMPENSATION INCLUDES DIRECT AND INDIRECT REMUNERATION AS WELL AS GIFTS OR FAVORS THAT ARE SUBSTANTIAL IN NATURE. DUTY TO DISCLOSE: IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICTS OR INTEREST, AN INTERESTED PERSON MUST DISCLOSE THE EXISTENCE AND NATURE OR HIS OR HER FINANCIAL INTEREST, OR ANY CIRCUMSTANCES WHICH MAY IMPAIR HIS OR HER ABILITY TO EXERCISE INDEPENDENT FIDUCIARY JUDGMENT, TO THE OTHER DIRECTORS, OR TO THE OTHER MEMBERS OR COMMITTEES WITH BOARD DELEGATED POWERS, CONSIDERING A PROPOSED TRANSACTION OR ARRANGEMENT. DETERMINING CONFLICT: AN INTEREST PERSON MAY, AFTER DISCLOSING A KNOWN CONFLICT, DISQUALIFY HIM OR HERSELF FROM FURTHER PARTICIPATION IN DISCUSSIONS OR DETERMINATIONS REGARDING THE TRANSACTION OR ARRANGEMENT, OR MAY SEEK THE GUDANCE OF THE BOARD OR COMMITTEE. IN SUCH CASES, THE INTERESTED PERSON MAY BE ASKED TO LEAVE THE BOARD OR COMMITTEE MEETING WHILE THE ACTUAL OR APPARENT CONFLICT IS DISCUSSED AND VOTED UPON. THE REMAINING BOARD OR COMMITTEE MEMBERS SHALL DECIDE IF A CONFLICT OF INTEREST EXISTS. ADDRESSING THE CONFLICT OF INTEREST: (1) THE CHAIRPERSON OF THE BOARD OR COMMITTEE SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT. (2) AFTER EXERCISING DUE DILIGENCE, THE BOARD OR COMMITTEE SHALL DETERMINE WHETHER THE CORPORATION CAN OBTAIN A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT WITH REASONABLE EFFORTS FROM A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. (3) IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY ATTAINABLE UNDER CIRCUMSTANCES THAT WOULD NOT GIVE A RISE TO A CONFLICT OF INTEREST, THE BOARD OR COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE CORPORATION'S BEST INTEREST AND FOR ITS OWN BENEFIT AND WHETEHER THE TRANSACTION IS FAIR AND REASONABLE TO THE CORPORATION AND SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT IN CONFORMITY WITH SUCH DETERMINATION. VIOLATIONS OF CONFLICT (1) IF THE BOARD OR COMMITTEE HAS REASONABLE CAUSE TO BELIEVE THAT A MEMBER HAS FAILED TO DISCLOSE ACTUAL OR POSSIBLE CONFLICTS OF INTEREST, IT SHALL INFORM THE MEMBER OF THE BASIS FOR SUCH BELIEF AND AFFORD THE MEMBER AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. (2) IF, AFTER HEARING THE RESPONSE OF THE MEMBER AND MAKING SUCH FURTHER INVESTIGATION AS MAY BE WARRANTED IN THE CIRCUMSTANCES, THE BOARD OR COMMITTEE DETERMINES THAT THE MEMBER HAS, IN FACT, FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OR INTEREST, IT SHALL TAKE APPROPRIATE CORRECTIVE ACTION AS DETERMINED BY THE BOARD, WITH RESPECT TO THE DIRECTOR AND THE TRANSACTION OR ARRANGEMENT. RECORDS OF PROCEEDINGS: THE MINUTES OF THE BOARD AN ALL COMMITTEES WITH BOARD-DELEGATED POWERS SHALL CONTAIN: (A) THE NAMES OF THE PERSONS WHO DISCLOSED OR OTHERWISE WERE FOUND TO HAVE A FINANCIAL INTEREST IN CONNECTION WITH AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, THE NATURE OF THE FINANCIAL INTEREST, ANY ACTION TAKEN TO DETERMINE WHETHER A CONFLICT OF INTEREST WAS PRESENT, AND THE BOARD'S OR COMMITTEE'S DECISION AS TO WHETHER A CONFLICT OF INTEREST, IN FACT EXISTED; AND (B) THE NAMES OF THE PERSONS WHO WERE PRESENT FOR DISCUSSIONS AND VOTES RELATING TO THE TRANSACTION OR ARRANGEMENT, THE CONTENT OF THE DISCUSSION, INCLUDING ANY ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARANGEMENT, AND A RECORD OF ANY VOTES TAKEN IN CONNECTION THEREWITH. COMPENSATION COMMITTEE: (A) A VOTING MEMBER OF ANY COMMITTEE WHOSE JURISDICTION INCLUDES COMPENSATION MATTERS AND WHO RECEIVES COMPENSATION, DIRECTLY OR INDIRECTLY, FROM THE CORPORATION FOR SERVICE IS PRECLUDED FROM VOTING ON MATTERS PERTAINING TO THAT MEMBER'S COMPENSATION. (B) PHYSICIANS WHO RECEIVE COMPENSATION, DIRECTLY OR INDIRECTLY, FROM THE CORPORATION OR ANY AFFILIATE, WHETHER AS EMPLOYEES OR INDEPENDENT CONTRACTORS, ARE PRECLUDED FROM MEMBERSHIP ON ANY COMMITTEE WHOSE JURISDICTION INCLUDES PHYSICIAN COMPENSATION MATTERS. ANNUAL STATEMENTS: EACH DIRECTOR, PRINCIPAL OFFICER AND MEMBER OF A COMMITTEE WITH BOARD-DELEGATED POWERS SHALL ANNUALLY SIGN A STATEMENT WHICH AFFIRMS THAT SUCH PERSON: (A) HAS RECEIVED A COPY OF THE CONFLICTS OF INTEREST POLICY AND THE CORPORATION'S BY-LAWS; (B) HAS READ AND UNDERSTANDS THOSE PROVISIONS; (C) HAS AGREED TO COMPLY WITH THOSE PROVISIONS; AND (D) UNDERSTANDS THAT THE CORPORATION IS A CHARITABLE ORGANIZATION AND THAT IN ORDER TO MAINTAIN ITS FEDERAL TAX EXEMPTION IT MUST ENGAGE PRIMARILY IN ACTIVITIES WHICH ACCOMPLISH ONE OR MORE OF ITS TAX EXEMPT PURPOSES. PERIODIC REVIEW: TO ENSURE THAT THE CORPORATION OPERATES IN A MANNER CONSISTENT WITH ITS CHARITABLE PURPOSES AND THAT IT DOES NOT ENGAGE IN ACTIVITIES THAT COULD JEOPARDIZE ITS STATUS AS AN ORGANIZATION EXEMPT FROM FEDERAL INCOME TAX, PERIODIC REVIEWS SHALL BE CONDUCTED. THE PERIODIC REVIEW SHALL, AT A MINIMUM, INCLUDE THE FOLLWING SUBJECTS: (A) WHETHER COMPENSATION ARRANGEMENTS AND BENEFITS ARE REASONABLE AND ARE THE RESULT OF ARM'S LENGTH BARGAINING. (B) WHETHER QCQUISITIONS OF PHYSICIANS PRACTICES AND OTHER PROVIDER SERVICES RESULT IN INUREMENT OR IMPERMISSIBLE PRIVATE BENEFIT. (C) WHETHER PARTNERSHIP AND JOINT VENTURE ARRANGEMENTS AND ARRANGEMENTS WITH MANAGEMENT SERVICE ORGANIZATIONS AND PHYSICIAN HOSPITAL ORGANIZATIONS CONFORM TO WIRTTEN POLICIES, ARE PROPERLY RECORDED, REFLECT RESONALBLE PAYMENTS FOR GOODS AND SERVICES, FURTHER THE CORPORATIONS'S CHARITABLE PURPOSES AND DO NOT RESULT IN INUREMENT OR IMPERMISSIBLE PRIVATE BENEFIT. (D) WHETHER AGREEMENTS TO PROVIDE HEALTH CARE AND AGREEMENTS WITH OTHER HEALTH CARE PROVIDERS, EMPLOYEES, AND THIRD PARTY PAYERS FURTHER THE CORPORATION'S CHARITABLE PURPOSES AND DO NOT RESULT IN INUREMENT OR IMPERMISSIBLE PRIVATE BENEFIT. USE OF OUTSIDE EXPERTS: IN CONDUCTION THE PERIODIC REVIEWS PROVIDED FOR IN SECTION 7 OF THIS POLICY, THE CORPORATION MAY, BUT NEED NOT, USE OUTSIDE ADVISORS. IF OUTSIDE EXPERTS ARE USED, THEIR USE SHALL NOT RELIEVE THE BOARD OF ITS RESPONSIBILITY FOR ENSURINGTHAT PERIODIC REVIEWS ARE CONDUCTED. LOANS: NO LOANS, OTHER THAN THROUGH THE PURCHASE OF BONDS, DEBENTURES, OR SIMILAR OBILIGATIONS OF THE TYPE CUSTOMARILY SOLD IN PUBLIC OFFERINGS, OR THROUGH THE ORDINARY DEPOSIT OF FUNDS IN A BANK, SHALL BE MADE BY THE CORPORATION TO ITS DIRECTORS OR OFFICERS. OR TO ANY OTHER CORPORATION, FIRM, ASSOCIATION OR OTHER ENTITY IN WHICH ONE OR MORE OF ITS DIRECTORS OR OFFICERS ARE DIRECTORS OR OFFICERS OR HOLD A SUBSTANTIAL FINANCIAL INTEREST, EXPECT A LOAN TO ANOTHER TYPE B NOT-FOR-PROFIT CORPORATION. THE CORPORATION MAY, NEVERTHELESS, ENGAGE IN TRANSACTIONS WITH ITS CORPORATE AFFILIATES PROVIDED THAT SUCH TRANSACTIONS ARE CONSISTENT WITH THE CORPORATION'S TAX EXEMPT STATUS AND ANY EXEMPTION RULINGS OR GUIDANCE ISSUED BY THE INTERNAL REVENUE SERVICE. Form 990, Part VI, Section B, Line 15 THE BOARD'S EXECUTIVE COMPENSATION COMMITTEE, HAS ADOPTED AND FOLLOWS A PROCESS FOR REVIEWING AND DETERMINING THE COMPENSATION OF THE CEO AND THE EXECUTIVE MANAGEMENT TEAM. THE EXECUTIVE MANAGEMENT TEAM CONSISTS OF THE FOLLOWING POSITIONS: (1) SENIOR VICE PRESIDENT/ CHIEF OPERATING OFFICER (2) SENIOR VICE PRESIDENT/ CHIEF FINANCIAL OFFICER (3) SENIOR VICE PRESIDENT/ CHIEF MEDICAL OFFICER (4) SENIOR VICE PRESIDENT/ CHIEF NURSING OFFICER THE COMMITTEE HAS ENGAGED AN INDEPENDENT COMPENSATION CONSULTANT TO PROVIDE INFORMATION AND ADVICE TO THE COMMITTEE, INCLUDING BUT NOT LIMITED TO, PROVIDING INDEPENDENT COMPENSATION COMPARABILITY DATA FOR FUNCTIONALLY COMPARABLE POSITIONS IN SIMILARY SITUATED HOSPITALS. THE DATA IS PROVIDED ON AN ANNUAL BASIS AND IS REVIEWED BY THE COMMITTEE, ALONG WITH OTHER INFORMATION, PRIOR TO APPROVING ANY CHANGES TO COMPENSATION. THE INDEPENDENCE OF THE COMMITTEE'S MEMBERS IS REVIEWED AND VERIFIED PRIOR TO THE START OF THE ANNUAL COMPENSATION REVIEW RROCESS. SHOULD A CONFLICT PRESENT, THOSE INDIVIDUALS WITH ACTUAL OR PERCEIVED CONFLICTS ABSTAIN FROM VOTING UNTIL SUCH TIME AS THE CONFLICT CAN BE RESOLVED OR A REPLACEMENT MEMBER IS APPOINTED TO THE COMMITTEE. THE COMMITTEE'S DELIBERATIONS AND DECISIONS ARE GUIDED BY A WRITTEN COMPENSATION PHILOSOPHY AND DOCUMENTED THROUGH WRITTEN MINUTES TAKEN DURING EACH MEETING. THE MINUTES INCLUDE, AMONG OTHER THINGS, THE WRITTEN MATERIALS DISTRIBUTED OR PRESENTED DURING THE MEETING AND THE SPECIFIC DECISIONS TAKEN AT THE MEETING. Form 990, Part VI, Section C, Line 19 THE GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE AVAILABLE ON THE ORGANIZATION'S INTRANET FOR ACCESS TO ALL EMPLOYEES IN THE ONLINE ADMINISTRATIVE MANUAL. THE FINANCIAL STATEMENTS ARE MADE AVAILABLE TO THE PUBLIC UPON REQUEST. Form 990, Part VII, Section A, Line 1a THE 2 BOARD MEMBERS AND OFFICERS WORK FULL TIME FOR MOHAWK VALLEY HEALTH SYSTEM AND ALLOCATION IS AN ESTIMATE OF TIME SPENT ON ST.LUKE'S HOME. Form 990, Part XII, Line 2c THE ORGANIZATION HAS NOT CHANGED ITS OVERSIGHT PROCESS OR SELECTION PROCESS FROM THE PRIOR YEAR. MOHAWK VALLEY HEALTH SYSTEM PO BOX 4308 UTICA NY 135044305 223124162 SYSTEM PARENT NY 501(c)(3) 11A N/A 0 FAXTON-ST LUKE'S HEALTHCARE PO BOX 479 UTICA NY 135030479 161576637 ACUTE CARE HOSPITAL NY 501(c)(3) 3 MOHAWK VALLEY HEALTH SYSTEM 0 MOHAWK VALLEY HEALTH SYSTEM FOUNDATION 1676 SUNSET AVENUE UTICA NY 13502 223078768 PROMOTE AND SOLICIT FUNDS NY 501(c)(3) 11A FAXTON-ST LUKE'S HOSPITAL 0 VISITING NURSE ASSOCIATION OF UTICA AND ONEIDA COUNTY INC 1650 CHAMPLIN AVENUE NEW HARTFORD NY 13413 150532259 HOME HEALTHCARE SERVICES NY 501(c)(3) 9 N/A 0 ST ELIZABETH MEDICAL CENTER 2209 GENESEE STREET UTICA NY 13501 150532245 ACUTE CARE HOSPITAL NY 501(c)(3) 3 MOHAWK VALLEY HEALTH SYSTEM 0 0 0 1 0 0 0 0 0 0 1 0 1 1 0 1 1 1 0 0