2025-11-07T13:03:21+00:00 2024-12-31 350921680 CROWE LLP 575 Market Street Suite 3300 San Francisco CA 941055829 990 2024-01-01 942958258 Banner -University Medical Group BANN 6027474000 2901 N Central Ave Suite 160 Phoenix AZ 85012 Venkata Evani CO-CHAIRMAN / CEO 2025-11-07 true Diane Kirmaci P01578407 4155761100 2025-11-07 2024 2025-03-06 01:10:19Z Venkata Evani MD 2901 N Central Ave Suite 160 Phoenix AZ 85012 614544747 false X www.bannerhealth.com X 1983 AZ ASSIST BANNER HEALTH (BH) COMPLETE ITS MISSION TO MAKE HEALTH CARE EASIER SO LIFE CAN BE BETTER BY PROVIDING INTEGRATED & COORDINATED CARE & POPULATION HEALTH MANAGEMENT. 7 3 3687 575 0 1094453 2149671 537755185 612395076 0 0 538849638 614544747 1550863 1646749 0 573970853 681388696 0 0 130421053 207674155 705942769 890709600 -167093131 -276164853 90744185 131319319 71348002 111378536 19396183 19940783 ASSIST Banner Health COMPLETE ITS MISSION TO MAKE HEALTH CARE EASIER SO LIFE CAN BE BETTER BY PROVIDING INTEGRATED & COORDINATED CARE & POPULATION HEALTH MANAGEMENT. false false 782719446 1646749 612395076 BANNER-UNIVERSITY MEDICAL GROUP (BUMG) IS COMPRISED OF APPROXIMATELY 2,533 PHYSICIANS. THE PHYSICIANS PRACTICE AT Banner Health's HOSPITALS AND AT NUMEROUS HOSPITALS AND CLINICS ACROSS TUCSON, SOUTHERN ARIZONA, AND NEVADA. WITH THE CONNECTIONS TO THE UNIVERSITY OF ARIZONA COLLEGE OF MEDICINE, BUMG PHYSICIANS EDUCATE MORE THAN 1,300 MEDICAL STUDENTS AND TRAIN NEARLY AS MANY POSTGRADUATE MEDICAL RESIDENTS ANNUALLY who will shape the future of health care in Arizona and beyond. BUMG CONDUCTs RESEARCH AT THE UNIVERSITY OF ARIZONA'S CANCER CENTER, STEELE CHILDREN'S RESEARCH CENTER, ARIZONA ARTHRITIS CENTER, SARVER HEART CENTER, AND MANY OTHER FACILITIES AND PROGRAMS. Continued on Schedule O 782719446 true true false false false false false false false false true false false true true true false true false false false false false false false false false true false true false false false false false false false false false false false false false false true true false false false false true 129 0 true 3687 true false false false false false false false false false false true false X 7 3 false false false false true true true true true false false false false true true true true true false false false false X Paul Nolde-Morrissey 6027474000 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 John Arnold Secretary (Beginning July) 4.0 0 X X 0 0 0 MICHAEL DAKE Co-Chairman 4.0 0 X X 0 0 0 MICHAEL KUPFERMAN MD DIRECTOR/SENIOR VP, PHYSICIAN ENTERPRISE 40.0 2.0 X X 0 1419208 115295 STACI DICKERSON TREASURER 2.0 40.0 X X 0 1710569 926669 VENKATA EVANI MD Co-Chairman / CEO 40.0 0 X X 1075863 0 155049 FREDRIC WONDISFORD MD DIRECTOR (Termed Oct 2024) 4.0 0 X 0 0 0 MARJORIE BESSEL MD Director / CCO - Banner Health 2.0 40.0 X 0 1898397 1022997 MICHAEL ABECASSIS Director 4.0 0 X 0 0 0 LISA RULNEY Secretary (Until July) 4.0 0 X 0 0 0 EVAN LEDERMAN MD SUPERVISOR, FACULTY PHYSICIAN PROGRAM DIRECTOR - SPORTS MEDICINE 40.0 0 X 1856456 0 35859 Khaled Malkawi MD Physician 40.0 0 X 1653050 0 45548 RISHI GOSALIA MD Physician 40.0 0 X 1856371 0 48351 TAMIM SULTANI MD Physician 40.0 0 X 1730953 0 24350 WILBER SU MD Physician 40.0 0 X 1847727 0 46419 DONALD NORDLUND Director / Chief Strategy/Growth Officer - Banner Health 8.0 40.0 X 0 2065892 1107767 10020420 7094066 3528304 1256 true true false HOSPITALIST MEDICINE PHYSICIANS OF ARIZONA NOGALES INC 7955 S Priest Dr Tempe AZ 85284 Medical Services 19139441 HEALTHCARE WORKFORCE LOGISTICS HOLDINGS LLC TFM Escrow Lockbox Pc Minneapolis MN 554860573 Medical Staffing 13327328 SOUND PHYSICIANS OF WYOMING LLC PO Box 742936 Los Angeles CA 900742936 Medical Services 5881244 CHG COMPANIES INC PO Box 75397 Dallas CA 75397 Medical Services 1890655 STAT RADIOLOGY MEDICAL CORPORATION 13280 Evening Creek Dr South San Diego CA 92128 Medical Services 1582668 47 1978142 171529 2149671 Healthcare Services 621111 612395076 612395076 0 0 0 0 612395076 0 0 0 0 0 0 0 0 0 0 614544747 612395076 0 0 1646749 1646749 1230911 1230911 608000755 594705789 13294966 11160990 10894879 266111 33389757 32593647 796110 27606283 26948068 658215 349091 349091 72220065 67886861 4333204 0 22049 22049 775817 729268 46549 100827 94777 6050 6155539 5786207 369332 1023148 961759 61389 17949 16872 1077 5487857 5487857 2879013 2706272 172741 17231610 16197713 1033897 Corporate Allocations 43031107 43031107 Billing and Coding 35909323 35909323 Staff Development/Education 3513279 3513279 Medical Supplies 3253755 3253755 15703726 14761502 942224 0 890709600 782719446 107990154 0 4063 4563 54759782 93287824 0 0 0 0 630908 1275238 42140793 24068527 17299335 18072266 34708 39546 0 39832 701831 17975557 17938051 90744185 131319319 49665054 84879108 0 45131 0 0 21682948 26454297 71348002 111378536 X 19361475 19901237 34708 39546 19396183 19940783 90744185 131319319 X -276164853 276709453 X false true true false X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1020000 1020000 970983 650857 320126 9277216 5061900 4215316 30846067 18355770 12490297 26527 26527 18072266 Right of Use Asset 17938051 17938051 Federal Income Taxes Miscellaneous Liabilities 7622599 Finance Lease Obligataons 18831698 26454297 X 0 0 0 0 0 0 0 0 0 0 0 0 Schedule D, Part X, Line 2 FIN 48 (ASC 740) footnote BUMG HAS NOT RECORDED ANY EXPENSE OR ACCRUED FOR ANY RELATED EXPENSE FOR ANY UNCERTAIN TAX POSITIONS. BUMG'S 2021 THROUGH 2024 TAX YEARS REMAIN SUBJECT TO EXAMINATION FOR FEDERAL INCOME TAX PURPOSES, WHEREAS THE 2020 THROUGH 2024 TAX YEARS REMAIN SUBJECT TO EXAMINATION FOR STATE TAXING JURISDICTIONS IN WHICH BANNER OPERATES. true UNIVERSITY OF ARIZONA 888 N EUCLID TUSCON AZ 85721 742652689 501(C)(3) 1646749 MEDICAL EDUCATION AND RESEARCH 1 0 Schedule I, Part I, Line 2 Procedures for monitoring use of grant funds BUMG's GUIDELINES REGARDING CHARITABLE CONTRIBUTIONS TO OUTSIDE ORGANIZATIONS DIRECT US TO MAKE CONTRIBUTIONS TO OTHER ORGANIZATIONS WHOSE CHARITABLE MISSIONS ALIGN WITH BUMG'S MISSION "TO ASSIST BANNER HEALTH IN COMPLETING ITS MISSION 'TO MAKE HEALTH CARE EASIER, SO LIFE CAN BE BETTER' BY PROVIDING INTEGRATED & COORDINATED CARE & POPULATION HEALTH MANAGEMENT." IN SELECTED CIRCUMSTANCES WHEN A CONTRIBUTION IS NOT DIRECTLY LINKED TO PATIENT CARE, IT SERVES TO BETTER SUPPORT OUR COMMUNITY'S NEEDS. false true false false false false false true false STACI DICKERSON TREASURER 0 923792 0 762198 0 24579 0 902778 0 23891 0 2637238 0 117803 VENKATA EVANI MD Co-Chairman / CEO 549552 0 472044 0 54267 0 135705 0 19344 0 1230912 0 64106 0 MICHAEL KUPFERMAN MD DIRECTOR/SENIOR VP, PHYSICIAN ENTERPRISE 0 516352 0 646021 0 256835 0 87637 0 27658 0 1534503 0 214108 DONALD NORDLUND Director / Chief Strategy/Growth Officer - Banner Health 0 745551 0 1217591 0 102750 0 1087065 0 20702 0 3173659 0 702027 MARJORIE BESSEL MD Director / CCO - Banner Health 0 667670 0 1118288 0 112439 0 1003975 0 19022 0 2921394 0 658556 RISHI GOSALIA MD Physician 980957 0 854204 0 21210 0 13800 0 34551 0 1904722 0 0 0 EVAN LEDERMAN MD SUPERVISOR, FACULTY PHYSICIAN PROGRAM DIRECTOR - SPORTS MEDICINE 1068624 0 757308 0 30524 0 8769 0 27090 0 1892315 0 0 0 Khaled Malkawi MD Physician 502646 0 1127754 0 22650 0 13800 0 31748 0 1698598 0 0 0 WILBER SU MD Physician 1067232 0 758867 0 21628 0 13800 0 32619 0 1894146 0 0 0 TAMIM SULTANI MD Physician 987264 0 719549 0 24140 0 13800 0 10550 0 1755303 0 0 0 Schedule J, Part I, Line 3 Arrangement used to establish the top management official's compensation THE COMPENSATION OF THE ORGANIZATION'S CEO IS DETERMINED BY A RELATED TAX-EXEMPT ORGANIZATION. SEE SCHEDULE O FOR FORM 990, PART VI, LINES 15A AND 15B FOR THE PROCESS USED BY THE RELATED ORGANIZATION TO DETERMINE COMPENSATION. Schedule J, Part I, Line 4b Supplemental nonqualified retirement plan EXEC 457(F) - COVERED APPROXIMATELY 100 FORMER AND CURRENT EXECUTIVES. THIS NONQUALIFIED PLAN IS HELD AT FIDELITY INVESTMENTS. VESTING OCCURS UPON MEETING VESTING REQUIREMENTS (SUBJECT TO A SUBSTANTIAL RISK OF FORFEITURE). AWARDS ARE SUBJECT TO A ROLLING THREE-YEAR VESTING SCHEDULE - OR A TEAM MEMBER REACHES THE AGE OF 65, 3 YEARS FROM THE DATE OF DEPOSIT. TAXATION OCCURS UPON DISTRIBUTION (IF VESTED). THE ONLY CONTRIBUTIONS ALLOWED ARE EMPLOYER CONTRIBUTIONS. PAYOUT AMOUNTS ARE TAXABLE AND INCLUDED IN SCHEDULE J, PART II, COLUMN (B)(III). DEPOSIT AMOUNTS ARE INCLUDED IN SCHEDULE J, PART II, COLUMN (C). 2024 457(F) Distributions: Marjorie Bessel MD $84,496 Venkata Evani MD $27,238 Carol Karp $11,135 Michael Kupferman MD $87,658 Donald Nordlund $74,183 2024 457(F) Contributions: Marjorie Bessel MD $84,560 Staci Dickerson $51,248 Venkata Evani MD $38,935 Carol Karp $7,641 Michael Kupferman MD $73,837 Donald Nordlund $93,538 Schedule J, Part I, Line 7 Non-fixed payments 1. THE INDIVIDUALS IDENTIFIED BELOW PARTICIPATE IN A LONG-TERM INCENTIVE PLAN (LTIP) COVERING THREE-YEAR CYCLES FROM, 2022-2024, 2023-2025 AND 2024-2026. THE LTIP WAS DESIGNED AT THE INITIATIVE OF THE BANNER BOARD OF DIRECTORS WITH THE ASSISTANCE OF WILLIS TOWERS WATSON, AND ALL COMPONENTS WERE APPROVED BY THE BOARD. THE PLANS' AREAS OF PERFORMANCE TARGETS INCLUDE: IMPROVING THE RN EXPERIENCE, EXPANDING MARKET PRESENCE, and JOURNEY TO ZERO HARM . AWARDS ARE CALCULATED AS A PERCENTAGE OF BASE SALARY ON THE LAST DAY OF THE THREE-YEAR CYCLE, AND OPPORTUNITY VARIES BY POSITION LEVEL. THE PLAN REQUIRES A THRESHOLD LEVEL OF FINANCIAL PERFORMANCE BEFORE ANY AWARDS CAN BE MADE, AND THE AMOUNT OF THE AWARDS VARIES WITH THE DEGREE OF ACHIEVEMENT OF THE TARGETS. THE MAXIMUM LTIP PAYOUT OPPORTUNITY RANGES FROM 30% TO 255% OF THE BASE SALARY as of December 31 in the last year of the three-year plan. AWARDS HAVE BEEN ACCRUED UNDER THE LTIP, BUT NO PAYMENTS ARE MADE UNTIL AFTER YEAR-END AND ACHIEVEMENT IS VERIFIED BY THE BANNER HEALTH BOARD COMPENSATION COMMITTEE AND APPROVED BY THE FULL BOARD OF DIRECTORS OF BANNER HEALTH. ALL LTIP COMPENSATION PAYMENTS ARE REPORTED IN THE INCENTIVE AND BONUS COMPENSATION SHOWN IN SCHEDULE J, PART II, COLUMN (B)(II). AMOUNTS PAID FOR THE 2021-2023 CYCLE ARE REPORTED IN SCHEDULE J, PART II, COLUMN (B) AS BONUS & INCENTIVE COMPENSATION. AMOUNTS ACCRUED FOR 2024 FOR THE 2022-2024, 2023-2025, 2024-2026 CYCLES (TO BE PAID OUT IN 2025, 2026, AND 2027 RESPECTIVELY) ARE REPORTED IN SCHEDULE J, PART II, COLUMN (C) AS DEFERRED COMPENSATION. 2. Banner Health HAS A MANAGEMENT INCENTIVE PLAN (MIP) WHICH IS BASED ON COMPANYACHIEVEMENT OF SEVERAL FINANCIAL AND NON-FINANCIAL/CLINICAL QUALITY METRICS THAT ARE ESTABLISHED ANNUALLY BY THE Banner Health BOARD OF DIRECTORS. AWARDS ARE GRANTED AS A PERCENTAGE OF THE PARTICIPANT'S BASE SALARY AND VARY WITH THE POSITION LEVEL OF THE PARTICIPATING EMPLOYEE, RANGING FROM 7% TO 110% OF BASE SALARY. IN 2024, THERE WERE 1,441 MIP PARTICIPANTS. THE MIP WAS ACCRUED IN 2023 FOR THE 2024 MIP payout. MIP COMPENSATION IS INCLUDED IN SCHEDULE J, PART II, COLUMN (B)(II). 3. Clinical Physicians employed by Banner are typically paid on the basis of a compensation system that incorporates a base salary and a non-fixed productivity component that is based upon the physician's productivity. All bonus and incentive compensation under this plan is included in Schedule J, Part II, Column B(ii). Form 990, Part III, Line 4a Program Service Accomplishment The academic medicine difference has led to national awards and recognitions for our hospitals including Banner - University Medical Center Tucson being name U.S. News & World Report as a 2023-2024 Best Hospital, earning the No.1 spot in Tucson. The University of Arizona Cancer Center Clinic, a department of Banner - University Medical Center Tucson, secured a No. 1 designation for high performance in cancer treatment in Southern Arizona. The Best Hospital distinction is the highest level a hospital can earn for U.S. News' Best Hospitals Procedures & Conditions ratings. Form 990, Part VI, Line 15 LINE 15A & 15B BUMG UTILIZES A COMPENSATION COMMITTEE COMPRISED OF INDEPENDENT DIRECTORS THAT EXERCISES OVERSIGHT OVER ALL ASPECTS OF THE COMPENSATION PAID TO OR FOR THE BENEFIT OF THE CEO AND ALL OTHER SENIOR EXECUTIVES OF BANNER HEALTH AND ANY OF ITS AFFILIATES AND ALL OTHER PERSONS WHO CONSTITUTE "DISQUALIFIED PERSONS" WITH RESPECT TO BANNER HEALTH UNDER CODE SECTION 4958. THE COMMITTEE: - ASSESSES ANNUALLY THE PERFORMANCE OF THE CEO - EXERCISES OVERSIGHT OVER ALL ASPECTS OF COMPENSATION FOR THE CEO - REVIEWS AND DETERMINES THE EXECUTIVE TOTAL COMPENSATION PHILOSOPHY OF BANNER HEALTH - ESTABLISHES THE PERMISSIBLE RANGES OF COMPENSATION FOR SENIOR EXECUTIVES AND DISQUALIFIED PERSONS - REVIEWS AND APPROVES THE DESIGN OF THE COMPONENTS OF COMPENSATION FOR SENIOR EXECUTIVES AND ANY OTHER DISQUALIFIED PERSONS AND MONITORS COMPLIANCE OF BANNER HEALTH WITH THE PHILOSOPHY AND DESIGN COMPONENTS OF EXECUTIVE COMPENSATION - RECEIVES THE CEO'S REPORT CONCERNING THE OVERALL PERFORMANCE AND DEVELOPMENT ASSESSMENT OF THE SENIOR EXECUTIVES - ACTS FOR THE BOARD IN THE ENGAGEMENT AND DIRECT OVERSIGHT OF EXTERNAL INDEPENDENT COMPENSATION CONSULTANTS ENGAGED TO PROVIDE ADVICE AND INFORMATION WITH RESPECT TO THE REASONABLENESS AND COMPETITIVENESS OF THE COMPENSATION PAID TO THE CEO, SENIOR EXECUTIVES AND ANY OTHER DISQUALIFIED PERSONS, WHICH CONSULTANT REPORTS DIRECTLY TO THE COMMITTEE. IN ADDITION, THE COMMITTEE HAS ADOPTED THE FOLLOWING BEST PRACTICES WITH RESPECT TO ITS EXECUTIVE COMPENSATION OVERSIGHT FUNCTION: - REVIEWS ALL INCENTIVE PLANS, BENEFIT PLANS AND PROGRAMS THAT APPLY TO EMPLOYEES AND PHYSICIANS - APPROVES CEO'S RECOMMENDATIONS AS TO THE COMPENSATION OF SENIOR EXECUTIVES - USES TALLY SHEETS SUMMARIZING ALL COMPONENTS OF THE CEO'S AND SENIOR EXECUTIVES' COMPENSATION, INCLUDING A THREE-YEAR EARNINGS HISTORY AND THE COST OF ALL COMPENSATION (INCLUDING SPECIFICALLY DEFERRED COMPENSATION) AT THE TIME THAT ANY ACTION IS TAKEN WITH RESPECT TO THE CEO'S OR SENIOR EXECUTIVES' COMPENSATION IN ORDER TO ENSURE THAT THE COMMITTEE IS FULLY INFORMED OF THE COMPLETE COMPENSATION PACKAGE BEFORE TAKING ANY SUCH ACTION - REVIEWS THE ANNUAL FORM 990 DISCLOSURES RELATING TO EXECUTIVE COMPENSATION TO ENSURE THE DISCLOSURES ACCURATELY RECONCILE TO THE COMPENSATION PACKAGES APPROVED BY THE COMMITTEE. THE COMPENSATION COMMITTEE RETAINS AN EXTERNAL INDEPENDENT COMPENSATION CONSULTING FIRM TO ASSIST THE COMMITTEE. THE COMMITTEE ENGAGES A NATIONALLY RECOGNIZED COMPENSATION CONSULTING FIRM WITH SUBSTANTIAL HEALTHCARE EXPERIENCE. THIS FIRM REVIEWED AND OPINED AS TO THE REASONABLENESS OF THE TOTAL COMPENSATION PACKAGE OF THE CEO, SENIOR EXECUTIVE MANAGEMENT, AND OTHER EXECUTIVE MANAGEMENT IDENTIFIED BY THE COMMITTEE AS POTENTIAL DISQUALIFIED PERSONS. THE COMMITTEE ANNUALLY REVIEWS THE RELATIONSHIP BETWEEN BANNER HEALTH AND EACH CONSULTANT TO ENSURE THE CONSULTANT'S INDEPENDENCE. IN CONNECTION WITH EACH SUCH EVALUATION, THE COMMITTEE REQUESTS A WRITTEN CERTIFICATION FROM EACH CONSULTANT THAT: - INCLUDES AN INDEPENDENCE ATTESTATION AFFIRMING THAT THE CONSULTANT HAS CONDUCTED ITS OWN INTERNAL ASSESSMENT AND BASED ON SUCH ASSESSMENT AND ITS INTERNAL CONTROLS, CONCLUDED THAT IT HAS PERFORMED ITS SERVICES FOR THE COMMITTEE IN AN INDEPENDENT MANNER AND IS INDEPENDENT AS DEFINED IN THE INTERMEDIATE SANCTION REGULATIONS UNDER CODE SECTION 4958 - CONFIRMS THAT THE CONSULTANT REPORTS TO THE COMMITTEE THROUGH THE CHAIR OF THE COMMITTEE AND THAT ALL CONSULTING ACTIVITY FOR BANNER HEALTH CONDUCTED BY SUCH CONSULTANT DURING THE PRECEDING YEAR WAS CONDUCTED WITH THE KNOWLEDGE AND CONSENT OF THE CHAIR OF THE COMMITTEE - DETAILS THE AMOUNTS PAID BY BANNER HEALTH TO THE CONSULTANT IN ITS CAPACITY AS AN EXTERNAL COMPENSATION CONSULTANT TO THE COMMITTEE, AND THE AMOUNTS PAID BY BANNER HEALTH, IF ANY, TO THE CONSULTANT AND ITS AFFILIATES FOR ANY OTHER ENGAGEMENTS. -WITH THE ASSISTANCE OF THE INDEPENDENT COMPENSATION CONSULTANT, THE COMPENSATION COMMITTEE ANNUALLY REVIEWS THE PERFORMANCE OF THE CEO AND RECOMMENDS ADJUSTMENTS TO THIER BASE SALARY AS DEEMED APPROPRIATE BASED UPON THE REVIEW, SUBJECT TO CONFIRMATION FROM THE CONSULTANT (WHO ATTENDS SUCH MEETING) THAT THE RECOMMENDATION IS APPROPRIATE AND WILL NOT RESULT IN THE OVERALL COMPENSATION OF THE CEO BECOMING UNREASONABLE. IN ORDER TO ENSURE THAT THE COMPENSATION DECISION IS SUBJECT TO THE ACTION OF INDEPENDENT DIRECTORS, THE BOARD MAY NOT APPROVE A SALARY ACTION DIFFERENT FROM THAT RECOMMENDED BY THE COMPENSATION COMMITTEE WITHOUT THE CONCURRENCE OF THE COMMITTEE. THE CEO ESTABLISHES THE BASE SALARY OF THE EXECUTIVES WHO DIRECTLY REPORT TO HIM/HER, AND THOSE EXECUTIVES IN TURN ESTABLISH THE BASE SALARY OF THOSE INDIVIDUALS WHO REPORT TO THEM. ALL BASE SALARIES ARE, HOWEVER, BASED UPON POSITION-SPECIFIC MARKET DATA PROVIDED BY THE BANNER HEALTH'S EXECUTIVE COMPENSATION DEPARTMENT. THESE RANGES ARE ESTABLISHED IN ACCORDANCE WITH AN EXECUTIVE COMPENSATION PHILOSOPHY THAT IS ESTABLISHED, AND ANNUALLY REVIEWED, BY THE COMPENSATION COMMITTEE. ANNUAL EQUITY ADJUSTMENTS MAY BE MADE UPON APPROVAL OF THE CEO AND BASED UPON SPECIFIC MARKET DATA. THE COMPENSATION COMMITTEE RECEIVES AN ANNUAL REPORT FROM THE EXECUTIVE COMPENSATION DEPARTMENT SHOWING THAT BASE SALARIES ARE BEING MAINTAINED CONSISTENT WITH THE EXECUTIVE COMPENSATION PHILOSOPHY APPROVED BY THE COMMITTEE. AS STATED IN THE RESPONSE TO SCHEDULE J, PART I, LINE 7, THE SIGNIFICANT NON-FIXED COMPONENTS OF THE COMPENSATION OF THE CEO AND OTHER SENIOR MANAGEMENT ARE ESTABLISHED AND MONITORED BY THE COMPENSATION COMMITTEE WITH THE ASSISTANCE OF THE INDEPENDENT COMPENSATION CONSULTANT AND ARE INCLUDED IN THE ANNUAL REASONABLENESS OPINION RENDERED BY THE INDEPENDENT COMPENSATION CONSULTANT. CONTEMPORANEOUS MINUTES ARE KEPT OF ALL MEETINGS OF THE COMPENSATION COMMITTEE AND OF THE ACTIONS OF THE BOARD OF DIRECTORS IN APPROVING THE COMPENSATION OF CEO AND REVIEWING AND MONITORING THE COMPENSATION FOR ALL OTHER SENIOR EXECUTIVES AND TOP MANAGEMENT. THE COMPENSATION REVIEW PROCESS WAS LAST COMPLETED IN 2024. Form 990, Part VI, Line 6 Classes of members or stockholders BUMG'S SOLE MEMBER IS BANNER HEALTH, AN ARIZONA NONPROFIT CORPORATION, WHICH IS ALSO EXEMPT FROM TAX AS AN ENTITY DESCRIBED UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. Form 990, Part VI, Line 7a Members or stockholders electing members of governing body THE DIRECTORS OF BUMG ARE THOSE INDIVIDUALS SERVING AS MEMBERS OF THE ACADEMIC MANAGEMENT COUNCIL (AMC) PURSUANT TO THE ACADEMIC AFFILIATION AGREEMENT DATED FEBRUARY 28, 2015 BETWEEN BANNER HEALTH AND THE ARIZONA BOARD OF REGENTS ON BEHALF OF THE UNIVERSITY OF ARIZONA. AMC MEMBERS ARE APPOINTED BY THE UNIVERSITY OF ARIZONA AND Banner Health, BUMG'S SOLE CORPORATE MEMBER. Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders BANNER HEALTH, THE SOLE MEMBER, SHALL HAVE AND EXERCISE THE POWERS HEREAFTER DESCRIBED: (A) APPOINT OR REMOVE THE PRESIDENT, THE CHIEF FINANCIAL OFFICER AND OTHER EXECUTIVE EMPLOYEES OF THE CORPORATION; (B) EVALUATE THE PERFORMANCE OF, AND ESTABLISH THE COMPENSATION OF, THE PRESIDENT; (C) REVIEW AND APPROVE THE COMPENSATION OF THE CHIEF FINANCIAL OFFICER AND OTHER EXECUTIVE EMPLOYEES OF THE CORPORATION; (D) APPOINT OR REMOVE ALL MEMBERS OF THE BOARD OF DIRECTORS OF THE CORPORATION, WHICH SHALL BE DONE BY VOTE OF THE BOARD OF DIRECTORS OF THE MEMBER; (E) REVIEW AND APPROVE MISSION STATEMENTS AND STRATEGIC PLANS; (F) APPROVE THE ESTABLISHMENT OF ALL NEW CORPORATE OR PARTNERSHIP ENTITIES CREATED OR JOINED BY THE CORPORATION; (G) REVIEW AND APPROVE OPERATING AND CAPITAL BUDGETS OF THE CORPORATION; (H) APPROVE ALL UNBUDGETED EXPENDITURES OVER THRESHOLDS AND SIGNATURE AUTHORITY AS ESTABLISHED BY POLICY OF THE MEMBER; (I) APPROVE THE PURCHASE OR SALE OF ANY ASSET OVER THRESHOLDS AND SIGNATURE AUTHORITY AS ESTABLISHED BY POLICY OF THE VOTING MEMBER, OR THE MERGER OR CONSOLIDATION OF THE CORPORATION WITH OR INTO ANY OTHER ENTITY; (J) APPROVE MAJOR CONTRACTS OF A NATURE AND SIZE AS DETERMINED BY POLICY AND SIGNATURE AUTHORITY OF THE MEMBER; (K) APPROVE ALL DEBT AND GUARANTIES OF THE CORPORATION OF TYPES AND LIMITS OVER THRESHOLDS AND SIGNATURE AUTHORITY AS ESTABLISHED BY POLICY OF THE MEMBER; (L) APPROVE THE INFORMATION TECHNOLOGY INFRASTRUCTURE OF THE CORPORATION; (M) APPROVAL OF THE COMPENSATION PHILOSOPHY, MODELS AND METHODOLOGY FOR PRACTICING CLINICAL PROVIDERS EMPLOYED BY THE CORPORATION; (N) APPROVAL OF THE PATIENT FINANCIAL ASSISTANCE POLICIES APPLICABLE TO SERVICES PROVIDED BY THE PRACTICING CLINICAL PROVIDERS AND OTHER HEALTH PROFESSIONALS EMPLOYED BY THE CORPORATION; AND (O) APPROVAL OF ANY ACTION, OR THE PROHIBITION OF ANY ACTION, IN EACH AS IS REASONABLY NECESSARY TO PRESERVE THE STATUS OF THE MEMBER AND OF THE CORPORATION AS ORGANIZATIONS DESCRIBED IN SECTION 501(C)(3) OF THE CODE. Form 990, Part VI, Line 11b Review of form 990 by governing body Banner Health's Tax Department (BH Tax) is RESPONSIBLE FOR OVERSEEING THE PROCESSES FOR PREPARING THE FORM 990. BH Tax TAKES THE LEAD ROLE IN THE PROCESS AND IS CHARGED WITH THE DUTY TO COLLECT THE FINANCIAL AND OTHER INFORMATION NEEDED TO COMPLETE THE FORM 990. THIS INCLUDES COORDINATING WITH OTHER Banner Health DEPARTMENTS, SUCH AS THE LEGAL, PAYROLL, GOVERNMENT RELATIONS, LICENSING, COMMUNITY BENEFIT, COMPENSATION AND BENEFITS, ACCOUNTS PAYABLE, RISK MANAGEMENT, CERTIFICATION, CREDENTIALING, FINANCIAL SERVICES, AND TREASURY DEPARTMENTS IN ORDER TO ENSURE THAT THE EXPERTISE OF EACH DEPARTMENT IS UTILIZED IN THE INFORMATION-GATHERING PROCESS. ONCE THE INFORMATION IS GATHERED, IT IS ORGANIZED AND ASSEMBLED INTO AN ORGANIZER THAT WILL BE USED BY BH Tax and an OUTSIDE ACCOUNTING FIRM TO PREPARE THE FORM 990. The accounting firm has expertise in non-profit hospital systems and has specific knowledge of Banner Health's operations and return complexity. A FIRST DRAFT OF THE FORM 990 IS PREPARED by BH Tax and READIED FOR REVIEW. THE REVIEW PROCESS BEGINS WITH AN INITIAL REVIEW DONE BY BH Tax. DURING THIS REVIEW, A LIST OF QUESTIONS, ISSUES AND ADDITIONAL TASKS IS COMPILED. THIS LIST IS THEN DISSEMINATED TO THE APPROPRIATE Banner Health DEPARTMENTS FOR FURTHER ACTION. ONCE ALL QUESTIONS, ISSUES AND TASKS HAVE BEEN COMPLETED, A SECOND REVIEW BY BH Tax and the accounting firm is DONE. Once this second REVIEW PROCESS IS COMPLETED, A FINAL DRAFT OF THE FORM 990 IS PRESENTED TO certain BUMG officers. CHANGES TO THE FORM 990 ARE MADE IF NECESSARY. THE FINAL VERSION OF THE FORM 990 IS SIGNED BY a BUMG OFFICER and the return is made available to the governing body. Form 990, Part VI, Line 12c Conflict of interest policy BUMG HAS ADOPTED THE Banner Health CONFLICT OF INTEREST POLICY. THIS POLICY REQUIRES THE INTERNAL Assurance DEPARTMENT OF BANNER HEALTH TO PROVIDE EACH PARTY WITH A DISCLOSURE QUESTIONNAIRE. THE INTERNAL AUDIT DEPARTMENT PRPEARES A SUMMARY FOR THE TAX DEPARTMENT. THIS SUMMARY IS ALSO PRESENTED TO THE AUDIT COMMITTEE. THE TAX DEPARTMENT PREPARES THE FORM 990 DISCLOSURE. THIS DISCLOSURE IS PRESENTED TO THE LEGAL DEPARTMENT FOR REVIEW. PURSUANT TO Banner Health'S CONLFICT OF INTEREST POLICY, ALL BOARD MEMBERS, OFFICERS AND THE DIRECTOR OF AUDIT SERVICES MUST DISCLOSE THE EXISTENCE OF ANY FINANCIAL INTEREST THAT MAY GIVE RISE TO A CONFLICT OF INTEREST. Form 990, Part VI, Line 19 Required documents available to the public THE ORGANIZATION'S GOVERNING DOCUMENTS, AUDITED FINANCIAL STATEMENTS, CONFLICT OF INTEREST POLICY, AND TAX RETURNS ARE AVAILABLE UPON REQUEST. COPIES ARE MAINTAINED AT EACH ADMINISTRATIVE OFFICE AND IN THE LEGAL AND TAX DEPARTMENTS. Form 990, Part XI, Line 9 Other changes in net assets or fund balances INTERCOMPANY TRANSFERS - XXX-XX-XXXX; Total - XXX-XX-XXXX; BANNER - U DENTAL SERVICES LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 901116747 MEDICAL SVCS AZ 0 0 BUMG BANNER - U HOSPITAL BASED PHYSICIANS 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 901116751 MEDICAL SVCS AZ 186022695 39750358 BUMG BANNER - U PHYSICIAN SPECIALISTS LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 901116753 MEDICAL SVCS AZ 333390525 71240731 BUMG BANNER - U SUPER SPECIALISTS LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 901116750 MEDICAL SVCS AZ 0 0 BUMG BANNER-UMG INTEGRATED HEALTH CLINIC LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 901140260 MEDICAL SVCS AZ 0 0 BUMG BANNER - U PRIMARY CARE PHYSICIANS LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 901116752 MEDICAL SVCS AZ 95131526 20328230 BUMG BANNER-UMG PEDIATRIC SLEEP LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 861268381 MEDICAL SVCS AZ 0 0 BUMG BANNER-UMG ADULT SLEEP LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 861344475 MEDICAL SVCS AZ 0 0 BUMG BANNER HEALTH 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 450233470 HOSPITAL AZ 501(c)(3) 3 NA false BANNER ALZHEIMER'S FOUNDATION 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 204862361 SUPPORT AZ 501(c)(3) 7 BANNER HEALTH false BANNER HEALTH FOUNDATION 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 942545356 SUPPORT AZ 501(c)(3) 7 BANNER HEALTH false BANNER MEDICAL GROUP COLORADO 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 900532831 MEDICAL SVCS CO 501(c)(3) 3 BANNER HEALTH false BANNER-UNIVERSITY FAMILY CARE 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 463766901 HEALTH INS. AZ 501(c)(3) 10 BANNER HEALTH false BANNER-UNIVERSITY CARE ADVANTAGE 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 463757358 HEALTH INS. AZ 501(c)(3) 10 BANNER HEALTH false BANNER MEDICAL GROUP 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 900532830 SUPPORT AZ 501(c)(3) 3 BANNER HEALTH false WYOMING MEDICAL CENTER INC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 830279242 HOSPITAL WY 501(c)(3) 3 BANNER HEALTH false BANNER HEALTH INSURANCE GROUP INC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85331 843248878 HEALTH INSURANCE AZ 501(c)(4) BANNER HEALTH false BANNER HEALTH PLAN INC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 843237280 HEALTH INSURANCE AZ 501(c)(4) BANNER HEALTH false BHSM REHABILITATION LLC 2901 N CENTRAL AVENUE SUITE 160 PHOENIX AZ 85012 823481322 MEDICAL SERVICES DE NA N/A BANNER ATLAS JV LLC 2901 N Central Ave Suite 160 Phoenix AZ 85012 831276122 Outpatient SURGERY Center AZ NA N/A BANNER AIR LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 862878425 MEDICAL TRANSPORT DE NA N/A BANNER WEST VALLEY CARDIOLOGY MANAGEMENT LLC 2901 N Central Ave SUITE 160 Phoenix AZ 85012 861559257 MEDICAL MANAGEMENT AZ NA N/A SONORA QUEST LABORATORIES 2901 N Central Ave Suite 160 Phoenix AZ 85012 860872873 LABORATORY AZ NA N/A BANNER PLAN ADMINISTRATION INC 445 W 5TH PLACE SUITE 101 MESA AZ 85201 860800246 THIRD PARTY ADMIN AZ NA C Corporation false BANNER INDEMNITY LTD 1627 E 18TH ST PO BOX 1051 GRAND CAYMAN CJ 450233470 INVESTMENTS CJ NA C Corporation false BANNER HEALTH NETWORK 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 900750689 ACCOUNTABLE CARE AZ NA C Corporation false THE UNIV OF AZ HEALTH PLANS-U HEALTHCARE 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 454370907 HEALTH INSURANCE AZ NA C Corporation false false false true false false false false false false false true true true true true true false true