2017-11-09T17:45:26-06:00 2016-12-31 ERNST & YOUNG US LLP 560 MISSION STREET SUITE 1600 SAN FRANCISCO CA 94105 990 2016-01-01 942690415 SUTTER EAST BAY MEDICAL FOUNDATION % CARLA WHITE-SNYDER SUTT 9162866665 C/O SH TAX 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 JOHN GATES CFO 2017-11-01 true EVA NITTA P01286320 4158948000 164.57.159.253 68127220173135000002 2017-11-09 P 5BF8B1FAA6EEDEED44D541882D0DE71D1382AD83 8715C78FA8FF418CDDA4F3CBA043E76865821224 2016 2021-01-29 14:40:06Z JEFF GERARD 3687 Mt Diablo Blvd Ste 200 Lafayette CA 94549 180150984 false X WWW.SUTTERHEALTH.ORG X 1980 CA SEE SCHEDULE O 25 22 540 0 0 0 0 165149047 179999965 92183 151019 0 0 165241230 180150984 0 0 0 0 29209427 35634817 0 0 0 148434661 161511834 177644088 197146651 -12402858 -16995667 75545406 68760779 20529222 24173779 55016184 44587000 X SEE SCHEDULE O false false 177004826 0 179999965 SEE SCHEDULE O 177004826 true false 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 false false true false false false false false false false false false false false false false true true true false false true 0 0 540 true false false false false false false false false false false X 25 22 false false false false true true true true true false false false true true true true true true true true true CA X CARLA WHITE-SNYDER 9162979847 9100 FOOTHILLS BOULEVARD ROSEVILLE CA 95747 X CHRISTOPHER BECNEL TRUSTEE 2.0 8.0 X 0 0 0 DIANA BELL TRUSTEE 2.0 8.0 X 0 0 0 DAVID BLACK MD TRUSTEE 2.0 8.0 X 0 0 0 WILLIAM BRUNETTI TRUSTEE 2.0 8.0 X 0 0 0 EILEEN CONSORTI MD TRUSTEE 2.0 8.0 X 0 0 0 THEODORE DEIKEL TRUSTEE 2.0 8.0 X 0 0 0 EMIL ROY EISENHARDT TRUSTEE 2.0 8.0 X 0 0 0 ERIC FLOWERS TRUSTEE 2.0 8.0 X 0 0 0 OWEN GARRICK MD TRUSTEE 2.0 8.0 X 0 0 0 MICHAEL GAULKE TRUSTEE SH BOARD 2.0 18.0 X 0 27500 0 JEFF GERARD PRESIDENT SH BAY AREA 2.0 40.0 X X 0 1336457 383031 VINITA GUPTA TRUSTEE 2.0 8.0 X 0 0 0 RICHARD CARY HILL MD TRUSTEE 2.0 8.0 X 0 0 0 KATHERINE HSIAO MD TRUSTEE, CHIEF GYN. DIV., CPMC 2.0 8.0 X 0 35574 0 STEVEN KATZNELSON MD TRUSTEE 2.0 8.0 X 0 0 0 SARAH KREVANS PRESIDENT & CEO SUTTER HEALTH 2.0 40.0 X X 0 2365948 1511150 JOSEPH LACY MD TRUSTEE 2.0 8.0 X 0 0 0 RICHARD LEVY PHD TRUSTEE, CHAIR F&P 2.0 17.0 X X 0 27500 0 TIMOTHY MURPHY MD TRUSTEE 2.0 8.0 X 0 0 0 DENNIS O'CONNELL TRUSTEE 2.0 8.0 X 0 0 0 STEVEN OLIVER TRUSTEE 2.0 8.0 X 0 0 0 JOHN RYAN TRUSTEE 2.0 8.0 X 0 0 0 RON SINHA MD TRUSTEE 2.0 8.0 X 0 0 0 MARGARET TAYLOR TRUSTEE 2.0 8.0 X 0 0 0 ANTHONY WAGNER TRUSTEE, CHAIR 2.0 16.0 X X 0 0 0 JOHN GATES CFO, BAY AREA 1.0 40.0 X 0 911830 182716 KAREN HALL CHIEF LEGAL OFFICER BAY AREA 1.0 40.0 X 0 594256 113664 ANNE BARR CIO, SH BAY AREA 1.0 40.0 X 0 490355 105016 ROGER LARSEN CEO SEBMF/CFO BAY MED FOUND 18.0 22.0 X 0 775875 162386 WOJTEK NOWAK CFO, SEBMF (PART YEAR) 40.0 0.0 X 0 149067 2060 THOMAS BERNS DIRECTOR GROWTH & DEVELOPMENT 40.0 0.0 X 166682 0 18515 CATHLEEN CONNELLY DIR OFFICE BASE CARE TRNSFRMT 40.0 0.0 X 211646 0 20252 MARJORIE LUCKHARDT SERVICE AREA RISK OFFICER 40.0 0.0 X 185618 0 28782 LINDA MILLER CARE CTR RN MGR II 40.0 0.0 X 167895 0 23130 CATHERINE PROSSER DIRECTOR PERF. IMPROVEMENT 40.0 0.0 X 208912 0 20924 DAVID BRADLEY REGIONAL PRESIDENT EAST BAY 0.0 40.0 X 0 1652412 52945 GREGORY BROWN VP & REG COUNSEL EB 0.0 40.0 X 0 455450 100659 ED BERDICK SVP SH SHARED SVCS 0.0 40.0 X 0 1462735 317651 BRIAN HUNTER VP SH SHARED SVCS 0.0 40.0 X 0 689202 28446 GARY ZUFELT CEO, SGMF 0.0 40.0 X 0 590767 138518 940753 11564928 3209845 28 true true false EAST BAY PHYSICIANS MEDICAL GROUP 3687 MT DIABLO BLVD STE 200 LAFAYETTE CA 94549 PHYSICIAN SERVICES 88965168 QUEST DIAGNOSTICS INC 3924 COLLECTION CENTER DR CHICAGO IL 606930039 LAB SERVICES 584824 RIGHTSOURCING INC PO BOX 515743 LOS ANGELES CA 900515118 STAFFING SERVICES 548187 LYON MEDICAL CONSTRUCTION INC 100 NORTH HILL DR STE 52 BRISBANE CA 94005 CONSTRUCTION COMPANY 223290 ABM JANITORIAL SERVICES PO BOX 743251 LOS ANGELES CA 900743251 JANITORIAL SERVICES 210258 14 0 PATIENT SERVICE REVENUE 622110 178433348 178433348 ASC OPERATORS - EAST BAY, LLC 900099 1566617 1566617 179999965 151019 151019 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 180150984 179999965 151019 X 0 0 0 0 1684759 1684759 0 21794177 18909469 2884708 610303 491526 118777 9391280 7563550 1827730 2154298 1735029 419269 484102 60 484042 34695 34695 381 381 0 0 34814 34814 92314134 88352385 3961749 1547 1547 1546903 584661 962242 2857176 2205303 651873 0 7413674 6591937 821737 163941 131153 32788 0 34492 16433 18059 1136000 1136000 0 5604137 5054833 549304 148639 32211 116428 PURCHASED SERVICES 33310470 30766150 2544320 SYSTEM ALLOCATION FEES 8993896 6306595 2687301 MEDICAL SUPPLIES 6978478 6978478 OTHER DIRECT EXPENSES 166104 22690 143414 288251 91668 196583 197146651 177004826 20141825 0 0 0 15034357 12634745 0 0 9374152 9347979 0 0 0 0 0 0 0 0 294400 39228 73360648 32815237 44103433 40545411 0 0 0 0 2233159 2238300 0 0 4505905 3955116 75545406 68760779 19733560 23314415 0 0 0 0 0 0 0 0 0 0 0 0 0 0 795662 859364 20529222 24173779 X 54958693 44529509 57491 57491 0 0 55016184 44587000 75545406 68760779 X -16995667 81909 6484574 X false true X true false X X 1 SUTTER EAST BAY HOSPITALS 941196176 3 true 0 0 1 0 0 false false false false false false false false false false false false false false false true SCHEDULE A, PART I, LINE 11G SUTTER EAST BAY MEDICAL FOUNDATION SUPPORTS SUTTER EAST BAY HOSPITALS (EIN 94-1196176), A RELATED 501(C)(3) HOSPITAL, BY PROVIDING PHYSICIANS AND MEDICAL CARE FOR PATIENTS. SCHEDULE A, PART IV, SECTION A, LINE 1 SUTTER EAST BAY MEDICAL FOUNDATION (SEBMF) IS A SUPPORTING ORGANIZATION TO SUTTER EAST BAY HOSPITALS (SEBH), A RELATED NOT-FOR-PROFIT HOSPITAL ORGANIZATION. SEBMF IS A MEDICAL CLINIC THAT PROVIDES PHYSICIANS AND PATIENTS TO SEBH. THESE ORGANIZATIONS SHARE A MAJORITY OF COMMON OFFICERS AND TRUSTEES. BOTH OF THESE ORGANIZATIONS HAVE A COMMON PARENT, SUTTER HEALTH, A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION. PURSUANT TO THE BYLAWS OF EACH SUPPORTED ORGANIZATION, SUTTER HEALTH IS ALSO THE SOLE CORPORATE MEMBER AND HAS THE POWER TO APPOINT OR REMOVE AT LEAST A MAJORITY OF THE DIRECTORS. IN ADDITION, THE SUTTER HEALTH BOARD OF DIRECTORS RETAINS CERTAIN "RESERVED POWERS" WHICH REQUIRE THAT CERTAIN DECISIONS MADE BY SUPPORTED ORGANIZATION BOARDS MUST BE APPROVED BY THE SUTTER HEALTH BOARD OF DIRECTORS BEFORE BEING EFFECTIVE. 3738608 3738608 28482766 8989862 19492904 19598984 9538783 10060201 20582814 13975293 6607521 957476 311299 646177 40545411 OTHER ASSETS 111837 OTHER RECEIVABLES 369160 INTERCOMPANY RECEIVABLES 3474119 3955116 0 INSURANCE LIABILITIES 68822 OTHER LIABILITIES 790542 859364 X SCHEDULE D, PART X, LINE 2 ASC 740 (FIN 48) FOOTNOTE FROM AUDIT: THIS ORGANIZATION WAS PART OF A CONSOLIDATED FINANCIAL SYSTEM AUDIT. THE ASC 740 AUDIT FOOTNOTE DISCLOSURE FOR THE SUTTER SYSTEM IS AS FOLLOWS: SUTTER HEALTH, THE LEGAL ENTITY, AND MANY AFFILIATES HAVE BEEN DETERMINED TO BE EXEMPT ORGANIZATIONS BY THE INTERNAL REVENUE SERVICE AND THE CALIFORNIA FRANCHISE TAX BOARD, AND GENERALLY, ARE NOT SUBJECT TO TAXES ON INCOME. CERTAIN ACTIVITIES OF SUTTER ARE SUBJECT TO INCOME TAXES; HOWEVER, SUCH ACTIVITIES ARE NOT SIGNIFICANT TO THE CONSOLIDATED FINANCIAL STATEMENTS. WITH RESPECT TO ITS TAXABLE ACTIVITIES, SUTTER RECORDS INCOME TAXES USING THE LIABILITY METHOD, UNDER WHICH DEFERRED TAX ASSETS AND LIABILITIES ARE DETERMINED BASED ON THE DIFFERENCES BETWEEN THE FINANCIAL ACCOUNTING AND TAX BASES OF ASSETS AND LIABILITIES. DEFERRED TAX ASSETS OR LIABILITIES AT THE END OF EACH PERIOD ARE DETERMINED USING THE CURRENTLY ENACTED TAX RATE EXPECTED TO APPLY TO TAXABLE INCOME IN THE PERIODS THAT THE DEFERRED TAX ASSET OR LIABILITY IS EXPECTED TO BE REALIZED OR SETTLED. SUTTER RECOGNIZES THE TAX BENEFIT FROM UNCERTAIN TAX POSITIONS ONLY IF IT IS MORE LIKELY THAN NOT THAT THE TAX POSITIONS WILL BE SUSTAINED ON EXAMINATION BY THE TAX AUTHORITIES, BASED ON THE TECHNICAL MERITS OF THE POSITION. THE TAX BENEFIT IS MEASURED BASED ON THE LARGEST BENEFIT THAT HAS A GREATER THAN 50% LIKELIHOOD OF BEING REALIZED UPON ULTIMATE SETTLEMENT. THE STATUTE OF LIMITATIONS FOR TAX YEARS 2013 THROUGH 2015 REMAIN OPEN IN U.S. TAX JURISDICTIONS IN WHICH SUTTER AND ITS AFFILIATES ARE SUBJECT TO TAXATION. SUTTER RECOGNIZES INTEREST AND PENALTIES RELATED TO INCOME TAX MATTERS IN OPERATING EXPENSES. AT DECEMBER 31, 2016 AND 2015, THERE WERE NO SUCH UNCERTAIN TAX POSITIONS. X true true X X X X true true false false false false false true false JEFF GERARD PRESIDENT SH BAY AREA 0 838481 0 380000 0 117976 0 362276 0 20755 0 1719488 0 227721 SARAH KREVANS PRESIDENT & CEO SUTTER HEALTH 0 1528303 0 647289 0 190356 0 1484076 0 27074 0 3877098 0 345896 JOHN GATES CFO, BAY AREA 0 641343 0 206675 0 63812 0 162226 0 20490 0 1094546 0 121726 KAREN HALL CHIEF LEGAL OFFICER BAY AREA 0 426843 0 141382 0 26031 0 95726 0 17938 0 707920 0 50826 ANNE BARR CIO, SH BAY AREA 0 342593 0 118965 0 28797 0 88226 0 16790 0 595371 0 28031 ROGER LARSEN CEO SEBMF/CFO BAY MED FOUND 0 517985 0 208430 0 49460 0 145426 0 16960 0 938261 0 83800 WOJTEK NOWAK CFO, SEBMF (PART YEAR) 0 59787 0 66232 0 23048 0 887 0 1173 0 151127 0 0 THOMAS BERNS DIRECTOR GROWTH & DEVELOPMENT 147547 0 16252 0 2883 0 8676 0 9839 0 185197 0 0 0 CATHLEEN CONNELLY DIR OFFICE BASE CARE TRNSFRMT 181601 0 27836 0 2209 0 10678 0 9574 0 231898 0 0 0 MARJORIE LUCKHARDT SERVICE AREA RISK OFFICER 175093 0 10263 0 262 0 10295 0 18487 0 214400 0 0 0 LINDA MILLER CARE CTR RN MGR II 154995 0 11075 0 1825 0 9114 0 14016 0 191025 0 0 0 CATHERINE PROSSER DIRECTOR PERF. IMPROVEMENT 186828 0 21202 0 882 0 10986 0 9938 0 229836 0 0 0 DAVID BRADLEY REGIONAL PRESIDENT EAST BAY 0 18194 0 424773 0 1209445 0 48315 0 4630 0 1705357 0 0 GREGORY BROWN VP & REG COUNSEL EB 0 334451 0 114660 0 6339 0 83926 0 16733 0 556109 0 0 ED BERDICK SVP SH SHARED SVCS 0 805384 0 503790 0 153561 0 294876 0 22775 0 1780386 0 0 BRIAN HUNTER VP SH SHARED SVCS 0 18898 0 108258 0 562046 0 27303 0 1143 0 717648 0 0 GARY ZUFELT CEO, SGMF 0 406439 0 132770 0 51558 0 116426 0 22092 0 729285 0 85169 SCHEDULE J, PART I, LINE 1A TAX INDEMNIFICATION: STANDARD POLICY FOR ALL SUTTER HEALTH EMPLOYEES IS THAT NON-CASH GIFTS AND AWARDS ARE GROSSED-UP FOR TAX PURPOSES. THE AMOUNT OF THE GROSS-UP IS ADDED TO THE EMPLOYEES WAGES AND TAXED ACCORDINGLY. SCHEDULE J, PART I, LINE 3 SUPPLEMENTAL COMPENSATION INFORMATION: THE CEO OF THIS ORGANIZATION IS AN EMPLOYEE OF SUTTER HEALTH, A RELATED TAX-EXEMPT ORGANIZATION. THE COMPENSATION COMMITTEE OF THE SUTTER HEALTH BOARD OF DIRECTORS RETAINS ULTIMATE DISCRETIONARY AUTHORITY OVER ALL ELEMENTS OF COMPENSATION TO ASSURE THAT ORGANIZATIONAL PURPOSES ARE APPROPRIATELY BEING SERVED. THE COMPENSATION COMMITTEE USES CREDIBLE DATA SOURCES AND MAINTAINS AN OBJECTIVE "ARMS LENGTH" DECISION-MAKING PROCESS, ENSURING THE INTEGRITY OF SUTTERS EXECUTIVE PROGRAMS AND CONSISTENCY WITH THE ORGANIZATIONS OVERALL MISSION. SEE SCHEDULE O NARRATIVE FOR PART VI, LINE 15 FOR A FULL DESCRIPTION OF THE COMPENSATION APPROVAL PROCESS COMPLETED BY SUTTER HEALTH. SCHEDULE J, PART I, LINE 4A SEVERANCE PAYMENTS: DAVID BRADLEY RECEIVED SEVERANCE PAYMENTS OF $621,682 SCHEDULE J, PART I, LINE 4B NONQUALIFIED RETIREMENT PLAN: THE PURPOSE OF THE NONQUALIFIED RETIREMENT PLAN IS TO PROVIDE SUTTER HEALTH EXECUTIVES WITH A COMPETITIVE RETIREMENT BENEFIT CONSISTENT WITH SUTTER HEALTHS OVERALL COMPENSATION PHILOSOPHY FOR ALL EMPLOYEES. CONTRIBUTIONS ARE DESIGNED TAKING INTO CONSIDERATION LOST RETIREMENT BENEFITS THAT WOULD OTHERWISE BE OBTAINED THROUGH THE QUALIFIED PENSION PLAN AND SOCIAL SECURITY BENEFITS. SUTTERS PLANS ARE DESIGNED CONSISTENT WITH COMPETITIVE INDUSTRY PRACTICES. THE RETIREMENT PLAN FOR SUTTER HEALTH EMPLOYEES IS A COMBINATION OF SOCIAL SECURITY, 403(B) EMPLOYER MATCH CONTRIBUTIONS AND QUALIFIED PENSION PLAN BENEFITS. SUTTER HEALTH EXECUTIVES ARE GENERALLY INELIGIBLE FOR EMPLOYER MATCH CONTRIBUTIONS. ADDITIONALLY, QUALIFIED PENSION PLAN AND SOCIAL SECURITY BENEFIT CAPS HAVE THE EFFECT OF SUBSTANTIALLY REDUCING RETIREMENT BENEFITS THAT ARE OTHERWISE PROVIDED TO ALL EMPLOYEES. THE EFFECT IS THAT EXECUTIVES OFTEN DO NOT RECEIVE THE SAME LEVEL OF RETIREMENT BENEFIT ON AN INCOME REPLACEMENT BASIS AS OTHER EMPLOYEES. TO ENSURE A COMPETITIVE RETIREMENT BENEFIT AND TO ADDRESS THE SHORTFALLS DESCRIBED ABOVE, SUTTER HEALTH MAKES AN ANNUAL CONTRIBUTION TO A NON-QUALIFIED 457(F) PLAN FOR ITS EXECUTIVES. THE FORMULA HAS TWO PARTS: (1) 4% TO 7% OF BASE SALARY (COMMENSURATE WITH MANAGEMENT LEVEL), PLUS (2) A CONTRIBUTION STARTING AT 5% (BASED UPON TENURE) FOR ELIGIBLE EARNINGS BEYOND THE IRS DEFINITION OF INCLUDIBLE COMPENSATION ("PENSION PAY CAP"). THE LATTER OF WHICH IS DESIGNED TO HELP RESTORE LOST PENSION BENEFITS FORFEITED UNDER THE QUALIFIED PENSION PLAN FOR EARNINGS OVER THE PENSION PAY CAP LIMIT. CONTRIBUTIONS ARE ALSO MADE FOR A SMALL GROUP OF SENIOR LEVEL EXECUTIVES WHOSE ESTIMATED RETIREMENT BENEFIT (SOCIAL SECURITY PLUS QUALIFIED PLAN BENEFITS PLUS 457F) FALLS BELOW 50% - 65% OF FINAL 4-YEAR AVERAGE BASE SALARY WHEN RETIRING AT AGE 65 WITH 22.5 YEARS OF SERVICE. TARGET BENEFIT LEVELS ARE DISCOUNTED FOR YEARS OF SERVICE LESS THAN 22.5 AT AGE 65. UNLIKE SUTTER HEALTHS QUALIFIED PENSION PLAN WHERE EMPLOYEE BENEFITS ARE GUARANTEED (I.E., A DEFINED BENEFIT), SUTTERS NON-QUALIFIED PLAN BENEFITS ARE NOT GUARANTEED BY SUTTER HEALTH. INVESTMENT RISK IS BORNE BY PARTICIPANTS AND BENEFITS ARE NOT PROTECTED SHOULD SUTTER HEALTH BECOME INSOLVENT. THE FOLLOWING INDIVIDUALS RECEIVED 457(F) NON-QUALIFIED PAYMENTS DURING THE YEAR: ED BERDICK - $134,240 DAVID BRADLEY - $146,813 BRIAN HUNTER - $99,441 WOJTEK NOWAK - $15,709 SCHEDULE J, PART I, LINE 7 NON-FIXED PAYMENTS: SPOT AWARDS ARE INFREQUENTLY USED TO REWARD EMPLOYEES. THERE ARE NO SPECIFIC GUIDELINES FOR THE AMOUNT OF THE SPOT AWARD BUT THE AMOUNT TENDS TO NOT EXCEED 5% TO 10% OF GROSS ANNUAL SALARY. ANNUAL INCENTIVE PLAN (AIP) THE PURPOSE OF THE PLAN IS TO FOCUS EXECUTIVES ON SPECIFIC, SHORTER-TERM GOALS THAT ARE CRITICAL TO THE ACHIEVEMENT OF AFFILIATE, OPERATING UNIT AND SYSTEM-WIDE OBJECTIVES THAT DRIVE OVERALL ORGANIZATION PERFORMANCE. A PORTION OF THE PLAN AWARD IS DISCRETIONARY IN THAT THE SUPERVISOR MAY ADD UP TO 5% TO THE AWARD PROVIDED THE TOTAL AWARD (FORMULA PORTION PLUS DISCRETIONARY) DOES NOT EXCEED THE MAXIMUM ESTABLISHED FOR ANY GIVEN EXECUTIVE. LONG TERM PERFORMANCE PLANS SUTTER HEALTH ALSO EMPLOYS A LONG TERM PERFORMANCE PLAN WHICH IS DESIGNED TO FOCUS ON LONGER TERM STRATEGIC OBJECTIVES OF THE ORGANIZATION. SUTTERS LONG TERM PERFORMANCE PLAN APPROACH IS A COMBINATION OF BOTH LONGER TERM MEASURES OF ORGANIZATION SUCCESS AND KEY ORGANIZATION STRATEGIES WHICH REQUIRE THE COMBINED EFFORT OF ALL LEADERSHIP TO ACHIEVE SUCCESS. SUTTER USES A COMMON FATE APPROACH IN THAT ALL PLAN PARTICIPANTS ARE MEASURED AGAINST THE SAME, ORGANIZATION-WIDE CRITERIA VS. INDIVIDUAL EFFORTS. THIS FOSTERS A COMMON PURPOSE ACROSS LEADERSHIP AND A SHARED SENSE OF ACCOUNTABILITY FOR THE OVERALL SUCCESS OF SUTTER HEALTH. TO ENSURE THAT EXTRAORDINARY EFFORTS BY INDIVIDUALS CAN BE RECOGNIZED AND THAT ACTIONS OF LEADERSHIP ARE CONSISTENT WITH SUPPORTING SUTTER HEALTHS OVERALL MISSION, VISION, AND VALUES, SUTTERS LONG TERM PERFORMANCE PLAN APPROACH ALSO INCORPORATES A COMBINATION OF CEO AND SUTTER HEALTH COMPENSATION COMMITTEE DISCRETION. IN SOME CASES, THE SUTTER HEALTH COMPENSATION COMMITTEE HAS DELEGATED AUTHORITY TO THE PRESIDENT & CEO TO MODIFY INDIVIDUAL AWARDS WITHIN LIMITS THAT HAVE BEEN PRE-APPROVED BY THE SUTTER HEALTH COMPENSATION COMMITTEE. THIS INCLUDES BOTH THE REDUCTION AND INCREASE OF AWARD AMOUNTS. SUCH MODIFICATIONS GENERALLY DO NOT EXCEED +/- 20% AND ARE EMPLOYED JUDICIOUSLY. IN ALL CASES, THE COMPENSATION COMMITTEE OF THE BOARD DETERMINES ACHIEVEMENT OF ORGANIZATION GOALS AND MAKES FINAL AWARD DETERMINATION WHICH MAY RESULT IN A REDUCTION OF AWARD IF APPROPRIATE. ALL SENIOR EXECUTIVE AWARDS ARE REVIEWED FOR COMPENSATION REASONABLENESS AND APPROVED BY THE COMPENSATION COMMITTEE PRIOR TO PAYMENT. FORM 990, PART I, LINE 1 AND PART III, LINE 1 THE MISSION OF SUTTER EAST BAY MEDICAL FOUNDATION IS TO ENHANCE THE HEALTH AND WELL-BEING OF PEOPLE IN THE COMMUNITIES WE SERVE THROUGH COMPASSION AND EXCELLENCE. FORM 990, PART III, LINE 4A Sutter East Bay Medical Foundation (SEBMF) is a not-for-profit health care organization committed to enhancing the health and well being of the communities we serve. Sutter East Bay Medical Foundation (SEBMF) and East Bay Physicians Medical Group (EBPMG) have created an integrated health care delivery system working in partnership with local hospitals, community physicians, and healthcare organizations. Through dedication to compassion and patient care excellence, our family of more than 200 physicians and clinicians is transforming health care in the East Bay. With care centers in Albany, Antioch, Berkeley, Brentwood, Castro Valley, Dublin, Oakland, Orinda and Richmond, SEBMF is able to offer high quality medical care close to you and your family. We seek to enhance the health and well-being of people in the community through a commitment to compassion and excellence in patient care, education, and research. We strive to provide the highest levels of quality care and service, as well as to improve health care access and affordability through a multidisciplinary group practice. As a part of the Sutter Health family of community based, not-for-profit hospitals and physician organizations, SEBMF benefits from shared resources and expertise to advance health care quality to our patients. Sutter Health, one of the nations leading not-for-profit networks of community based health care providers. With over 24 hospitals and over 3,500 contracting physicians in Northern California, Sutter Health enables us to focus on local needs and, at the same time, benefit from participating in a larger network. Sutter East Bay Medical Foundation served 126,920 patients in 2016. FORM 990, PART VI, LINE 1A THE EXECUTIVE COMMITTEE SHALL HAVE THE POWER TO TRANSACT ALL REGULAR BUSINESS OF THE CORPORATION DURING THE PERIOD BETWEEN MEETINGS OF THE BOARD. THE EXECUTIVE COMMITTEE CONSISTS OF THE CORPORATIONS CHAIR, THE CHAIR OF THE FINANCE AND PLANNING COMMITTEE, THE PRESIDENT OF THE CORPORATION, THE CHIEF OPERATING OFFICER OF THE GENERAL MEMBER, AND TWO ADDITIONAL DIRECTORS. AT LEAST ONE EXECUTIVE COMMITTEE MEMBER SHALL BE A PHYSICIAN DIRECTOR. FORM 990, PART VI, LINES 6 & 7A DESCRIPTION OF CLASSES OF PERSONS AND THE NATURE OF THEIR RIGHTS: THIS CORPORATION IS AN AFFILIATE OF SUTTER HEALTH, A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION. SUTTER HEALTH IS THE SOLE MEMBER WITH THE RIGHT TO ELECT AT LEAST A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS. FORM 990, PART VI, LINE 7B SUTTER HEALTH AS THE SOLE MEMBER OF THE ORGANIZATION IS ENTITLED TO EXERCISE FULLY ALL RIGHTS AND PRIVILEGES OF MEMBERS OF NONPROFIT CORPORATIONS UNDER THE CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION LAW, AND ALL OTHER APPLICABLE LAWS. THE MEMBER HAS THE RIGHTS AND POWERS TO APPOINT (AND REMOVE) MEMBERS OF THE CORPORATION'S BOARD OF DIRECTORS, SUBJECT TO THE PROVISIONS OF THE BYLAWS. IN ADDITION, THE MEMBER HAS THE RIGHT TO APPROVE THE FOLLOWING ACTIONS OF THE CORPORATION'S BOARD OR DIRECTORS: A. MERGER, CONSOLIDATION, REORGANIZATION, OR DISSOLUTION OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; B. AMENDMENT OR RESTATEMENT OF THE ARTICLES OF INCORPORATION OR THE BYLAWS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; C. ADOPTION OF OPERATING BUDGETS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY, INCLUDING CONSOLIDATED OR COMBINED BUDGETS OF THE CORPORATION AND ALL SUBSIDIARY ORGANIZATIONS OF THE CORPORATION; D. ADOPTION OF CAPITAL BUDGETS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; E. AGGREGATE OPERATING OR CAPITAL EXPENDITURES ON AN ANNUAL BASIS THAT EXCEED APPROVED OPERATING OR CAPITAL BUDGETS BY A SPECIFIED DOLLAR AMOUNT TO BE DETERMINED FROM TIME TO TIME BY THE GENERAL MEMBER; F. LONG-TERM OR MATERIAL AGREEMENTS INCLUDING, BUT NOT LIMITED TO, BORROWINGS, EQUITY FINANCINGS, CAPITALIZED LEASES AND INSTALLMENT CONTRACTS; AND PURCHASE, SALE, LEASE, DISPOSITION, HYPOTHECATION, EXCHANGE, GIFT, PLEDGE, OR ENCUMBRANCE OF ANY ASSET, REAL OR PERSONAL, WITH A FAIR MARKET VALUE IN EXCESS OF A DOLLAR AMOUNT TO BE DETERMINED FROM TIME TO TIME BY THE DIRECTORS OF THE GENERAL MEMBER, WHICH SHALL NOT BE LESS THAN 10% OF THE TOTAL ANNUAL CAPITAL BUDGET OF THE CORPORATION; G. APPOINTMENT OF AN INDEPENDENT AUDITOR AND HIRING OF INDEPENDENT COUNSEL EXCEPT IN CONFLICT SITUATIONS BETWEEN THE GENERAL MEMBER AND THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; H. THE CREATION OR ACQUISITION OF ANY SUBSIDIARY OR AFFILIATE ENTITY; I. CONTRACTING WITH AN UNRELATED THIRD PARTY FOR ALL OR SUBSTANTIALLY ALL OF THE MANAGEMENT OF THE ASSETS OR OPERATIONS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; J. APPROVAL OF MAJOR NEW PROGRAMS AND CLINICAL SERVICES OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY. THE GENERAL MEMBER SHALL FROM TIME TO TIME DEFINE THE TERM "MAJOR" IN THIS CONTEXT; K. APPROVAL OF STRATEGIC PLANS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; L. ADOPTION OF QUALITY ASSURANCE POLICIES NOT IN CONFORMITY WITH POLICIES ESTABLISHED BY THE GENERAL MEMBER; M. ANY TRANSACTION BETWEEN THE CORPORATION, A SUBSIDIARY OR AFFILIATE AND A DIRECTOR OF THE CORPORATION OR AN AFFILIATE OF SUCH DIRECTOR. IN ADDITION, THE GENERAL MEMBER SHALL HAVE THE AUTHORITY (BY A VOTE OF NOT LESS THAN TWO-THIRDS (2/3) OF ITS BOARD), TO DECLARE A MAJOR ACTIVITY REQUIRING APPROVAL. FORM 990, PART VI, LINE 11B DESCRIBE THE PROCESS USED BY MANAGEMENT AND/OR GOVERNING BODY TO REVIEW FORM 990: SUTTER HEALTH HAS A CENTRALIZED TAX DEPARTMENT RESPONSIBLE FOR THE PREPARATION OF THE FORM 990. ANNUALLY THE TAX DEPARTMENT PROVIDES TRAINING AND EDUCATION TO AFFILIATE PERSONNEL WHO ASSIST THE TAX DEPARTMENT IN COLLECTING AND REVIEWING DATA TO BE REPORTED ON THE FORM 990. THE PREPARATION MATERIAL IS REVIEWED BY VARIOUS DEPARTMENTS INCLUDING TAX, FINANCE, LEGAL, AND HUMAN RESOURCES. A NATIONAL ACCOUNTING FIRM PREPARES AND/OR REVIEWS THE RETURN. A COMPLETED RETURN IS THEN REVIEWED BY THE TAX DEPARTMENT, THE AFFILIATE, AND THE CFO BEFORE THE RETURN IS FILED. FORM 990, PART VI, LINE 12 DESCRIPTION OF PROCESS TO MONITOR TRANSACTIONS FOR CONFLICTS OF INTEREST: EMPLOYEES ARE EDUCATED ON THE CONFLICT OF INTEREST POLICY AND THE NEED TO MAKE DISCLOSURE AS PART OF ANNUAL COMPLIANCE EDUCATION. IN ADDITION, ANNUALLY A DISCLOSURE STATEMENT IS COMPLETED BY ALL DIRECTORS AND OFFICERS THAT INCLUDES AN ACKNOWLEDGEMENT THAT THEY HAVE READ THE CONFLICT OF INTEREST POLICY. ON THIS STATEMENT THE INDIVIDUAL WILL LIST A WIDE RANGE OF INFORMATION WHICH INCLUDES BUSINESS RELATIONSHIPS, EMPLOYMENT RELATIONSHIPS, PROPERTY INTERESTS, AND THOSE OF RELATED PARTIES. THE CEO AND BOARD CHAIR WILL REVIEW THE STATEMENTS AND MONITOR SITUATIONS THAT MAY POSE A POTENTIAL CONFLICT OF INTEREST. THE CEO AND BOARD CHAIR MAY CONSULT WITH THE OFFICE OF THE GENERAL COUNSEL AS NECESSARY. IF THERE IS A POTENTIAL CONFLICT OF INTEREST RELATED TO A PARTICULAR TRANSACTION, THE INTERESTED INDIVIDUAL MUST DISCLOSE THE EXISTENCE AND NATURE OF THE RELATIONSHIP. THE BOARD CHAIR MAY APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE THE CONFLICT. UNTIL THE POTENTIAL CONFLICT IS RESOLVED, THE BOARD CHAIR MAY REQUEST THE INDIVIDUAL TO NOT PARTICIPATE DURING RELATED PRESENTATIONS AND DISCUSSIONS. IN ALL CIRCUMSTANCES INVOLVING AN ACTUAL CONFLICT, THE INTERESTED INDIVIDUAL SHALL REFRAIN FROM VOTING ON ANY MATTER RELATED TO THE TRANSACTION. FORM 990, PART VI, LINE 15 PROCESS FOR DETERMINING COMPENSATION: THE COMPENSATION COMMITTEE OF THE SUTTER HEALTH BOARD OF DIRECTORS RETAINS ULTIMATE DISCRETIONARY AUTHORITY OVER ALL ELEMENTS OF COMPENSATION TO ASSURE THAT ORGANIZATIONAL PURPOSES ARE APPROPRIATELY BEING SERVED. THE COMPENSATION COMMITTEE USES CREDIBLE DATA SOURCES AND MAINTAINS AN OBJECTIVE "ARMS LENGTH" DECISION-MAKING PROCESS, ENSURING THE INTEGRITY OF SUTTERS EXECUTIVE PROGRAMS AND CONSISTENCY WITH THE ORGANIZATIONS OVERALL MISSION. IN ORDER TO ENSURE EXTERNAL COMPETITIVENESS, NATIONAL, COMPENSATION DATA COMPARISONS ARE REVIEWED. COMPETITIVE ANALYSIS INCLUDES: (A) BASE SALARY, (B) TOTAL CASH (BASE SALARY + ANNUAL INCENTIVE), (C) TOTAL DIRECT CASH (BASE SALARY + ANNUAL INCENTIVE + LONG TERM INCENTIVE) AND (D) TOTAL REMUNERATION (BASE SALARY + ANNUAL INCENTIVE + BENEFITS AND LONG TERM INCENTIVE). THIS ANALYSIS INCLUDES NATIONAL COMPARISONS FOR ORGANIZATIONS SIMILAR IN SIZE, SCOPE AND COMPLEXITY AS SUTTER HEALTH. THIS METHOD IS MOST APPROPRIATE SINCE IT IS A NATIONAL MARKETPLACE IN WHICH SUTTER COMPETES FOR EXECUTIVE TALENT. OFFICERS AND KEY EMPLOYEES OF THIS ORGANIZATION UNDERGO AN ANNUAL REVIEW BY THE COMPENSATION COMMITTEE OR A DELEGATED SUB-COMMITTEE. APPROVAL IS RECORDED IN THE MINUTES. EXECUTIVE COMPENSATION REVIEW WAS LAST COMPLETED IN DECEMBER 2016. FORM 990, PART VI, LINE 19 THE SUTTER HEALTH SYSTEM POSTS ITS CURRENT AND PAST AUDITED FINANCIAL STATEMENTS AT SUTTERHEALTH.ORG. OTHER DOCUMENTS ARE ALSO LOCATED AT THIS WEBSITE INCLUDING THE ANNUAL REPORT, MISSION STATEMENT, HISTORY, AND LINKS TO AFFILIATE WEBSITES. THE GOVERNING DOCUMENTS ARE NOT AVAILABLE TO THE PUBLIC AT THIS TIME. FORM 990, PART VII, SECTION A THE FOLLOWING BOARD MEMBERS OF THE ORGANIZATION ARE FULL-TIME EMPLOYEES (40 HOURS PER WEEK) OF SUTTER HEALTH AND THEIR SUTTER HEALTH SALARIES ARE REPORTED HEREIN. THESE INDIVIDUALS RECEIVE NO COMPENSATION FOR THEIR SERVICE AS BOARD MEMBERS OF THIS ORGANIZATION. - JEFF GERARD - SARAH KREVANS FORM 990, PART XI, LINE 9 OTHER CHANGES IN FUND BALANCE: EQUITY TRANSFERS (NET) $ 6,519,835 PARTNERSHIP INVESTMENT ON BOOKS $ 1,527,187 K-1 ACTIVITY $(1,566,502) OTHER CHANGES $ 4,054 ----------- TOTAL $ 6,484,574 =========== FORM 990 PART IX LINE 11G DESCRIPTION:MEDICAL GROUP COMPENSATION TOTAL FEES:91764448 FORM 990 PART IX LINE 11G DESCRIPTION:PHYSICIAN FEES TOTAL FEES:189915 FORM 990 PART IX LINE 11G DESCRIPTION:NURSE REGISTRY FEES TOTAL FEES:18952 FORM 990 PART IX LINE 11G DESCRIPTION:THERAPISTS/OTHER MEDICAL TOTAL FEES:340819 ADOLESCENT TREATMENT CENTERS INC C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680088443 HEALTHCARE CA 501(C)(3) 3 SUTTER EBH true BETTER HEALTH EAST BAY FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 510160184 FUNDRAISING CA 501(C)(3) 7 SUTTER EBH true CALIFORNIA PACIFIC MEDICAL CTR FOUND C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942728423 FUNDRAISING CA 501(C)(3) 7 SUTTER BH true EAST BAY PERINATAL CENTER C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 510172285 HEALTHCARE CA 501(C)(3) 3 SUTTER EBH true EDEN MEDICAL CENTER C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942948100 HEALTHCARE CA 501(C)(3) 10 SUTTER HLTH true MEMORIAL HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942290244 FUNDRAISING CA 501(C)(3) 12A - 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