2017-11-15T03:32:11-06:00 2016-12-31 861065772 Deloitte Tax LLP 111 S Wacker Drive Chicago IL 60606 990 2016-01-01 550664138 CAMC Health System Inc CAMC 3043885432 PO Box 1547 Charleston WV 253261547 Jeff Sandene Chief Financial Officer 3043885432 2017-11-14 1 Rachel Henderson-Pennington P01499421 3124861000 67.184.180.201 2017-11-14 23:32:15 CS P AE0B06613614058A5B8C3A2626B833A408B7625B AA00B1F84F9C7B153FAC1002728AC755A3241D24 2016 2021-01-29 14:40:06Z Jeff Sandene 501 Morris Street Charleston WV 25301 299090 0 X www.camc.org X 1986 WV To provide support to Charleston Area Medical Center, Inc., a not-for-profit corporation. 17 14 0 14 0 0 0 0 0 0 157964 147848 704350 151242 862314 299090 0 0 0 0 0 0 0 0 0 278366 299090 278366 299090 583948 0 565687717 569656998 18955199 18068101 546732518 551588897 X CAMC Health System, Inc. is organized and shall be operated solely to provide support to Charleston Area Medical Center, Inc. ("CAMC"), a not-for-profit corporation organized under the laws of the state of West Virginia, through the performance of functions of said Charleston Area Medical Center, Inc. or otherwise. 0 0 151242 CAMC Health System, Inc. provides strategic direction, oversight and coordination of the activities of its subsidiaries - Charleston Area Medical Center, Inc. and affiliates - which together comprise CAMC Health System, an integrated health care delivery system. 1 0 0 0 0 0 0 0 0 1 0 0 1 0 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 0 1 1 1 0 0 1 4 0 1 0 0 0 0 0 0 0 0 0 0 0 X 17 14 1 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 0 0 0 WV X Jeff Sandene 3043887603 501 Morris Street Charleston WV 25301 David L Ramsey President & CEO 5.00 51.50 X X 0 1145249 458285 William Rice Jr Chairman 3.00 3.50 X X 0 0 0 John R Hoblitzell Esq Vice Chairman 5.00 2.50 X X 0 0 0 Gina R Busch MD Director 2.50 2.50 X 0 0 0 Charles L Capito Jr Director 2.50 2.50 X 0 0 0 Mark A Chandler Director 2.50 2.50 X 0 0 0 Fonda Elliot Director 2.50 2.50 X 0 0 0 John L Goad MD Chief of Staff-CAMC 2.50 50.50 X 0 727697 29766 James P Griffith MD Director 2.50 2.50 X 0 0 0 Samuel Shawn Groves MD Director 2.50 50.00 X 0 523014 40421 Melvin Jones Director 2.50 2.50 X 0 0 0 Brenda J Powell Director 2.50 2.50 X 0 0 0 Linda J Powers Director 2.50 2.50 X 0 0 0 Karen S Price Director 2.50 2.50 X 0 0 0 Steven L Smith Director 2.50 2.50 X 0 0 0 Kenneth L Tackett Director 2.50 2.50 X 0 0 0 Edwin H Welch Ph D Director 2.50 3.50 X 0 0 0 Kristi Snyder VP Human Resources 5.00 51.00 X 0 323432 167182 Angela Fenton Hill Secretary & Gen Counsel (start 7/16) 5.00 51.00 X 0 278753 33144 Thomas P McIlwain MD VP Med Affairs and CMO 5.00 50.00 X 0 591858 69890 Eileen Clark VP Info Services (start 2/16) 5.00 50.00 X 0 299823 49335 Robert B Danielson VP Compliance 5.00 50.00 X 0 228927 91904 Glenn Crotty Jr MD COO 5.00 51.00 X 0 720974 59263 Larry C Hudson CFO 5.00 55.00 X 0 664729 21508 Marshall A McMullen Jr Secretary & Gen Counsel (end 7/16) 5.00 51.00 X 0 503397 48201 Rocky Blake Interim VP Info Services (end 2/16) 5.00 50.00 X 0 255854 33062 Gregory Veltri Former VP Info Services 0.00 0.00 X 0 285600 20203 0 6549307 1122164 0 1 1 0 0 147848 147848 Affiliate Support 900099 151242 151242 151242 299090 151242 0 147848 118859 118859 125926 125926 156 156 34674 34674 Excise Taxes 19475 19475 299090 0 299090 0 248648 240905 3159892 2918988 25705 108875 108875 562144597 566388230 565687717 569656998 33992 416 18921207 18067685 18955199 18068101 X 489706778 489535806 33972798 38397478 23052942 23655613 546732518 551588897 565687717 569656998 X 0 4856379 X 0 1 X 1 0 X X 1 Charleston Area Medical Center Inc 550526150 3 1 0 0 1 0 0 1 0 0 0 0 1 0 0 0 0 0 0 0 0 0 1 1 1 X 1 1 Part IV, Section A, Line 6: CAMC Health System, Inc. ("CAMCHSI") provides strategic direction, oversight and coordination of activities of its subsidiaries in order to ultimately provide support to the supported organization, Charleston Area Medical Center, Inc. ("CAMC"). In this way, CAMCHSI provides support to CAMC Foundation, Inc. ("Foundation"), a subsidiary of CAMCHSI and an organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). Foundation is organized and operated exclusively for the purpose of receiving gifts, grants, contributions, devises and bequests, holding the same primarily as endowment funds, and making distributions of such funds, and the income received from the investment of the same, to or for the benefit of the supported organization, CAMC. Part IV, Section D, Line 3: The supported organization, Charleston Area Medical Center, Inc. ("CAMC") makes recommendations to the parent company, CAMC Health System, Inc. ("CAMCHSI"), that is organized and operated exclusively to provide support to CAMC. The identical makeup of the voting members of the governing bodies, and key corporate officers, of the supporting and supported organizations ensures that the supported organization has a significant voice in the organization's investment policies and in directing the use of the organization's income or assets, which are minimal compared to that of the supported organization. Also, the governing bodies of the supported and supporting organizations each have a Finance Committee comprised largely of the same voting members. Part IV, Section E, Line 3a: The supporting organization has the power to elect all of the members of the supported organization's governing body and to approve the election of key supported organization officers. Part IV, Section E, Line 3b: The supporting organization's primary role is oversight and coordination of the activities of the supported organization and its affiliates, which also provide support to the supported organization. This begins with reserved powers the supporting organization/parent has with respect to its subsidiaries. The parent company and its subsidiaries are managed in a coordinated fashion as a system with significant governing body and management overlap and development of system-wide policies and procedures, and budgeting processes. 57025740 5027351 62053091 62951335 -5925595 57025740 69563232 -6611897 62951335 60502869 9060363 69563232 54178986 6323883 60502869 0.38000 0.62000 0 1 1 0 Affiliates - CAMC 392925782 C Affiliates - FNDTN 169757995 C Affiliates - CHERI 3772386 C Affiliates - IHCPI -67933 C 566388230 Affiliate Payable- CAMC 18067685 18067685 X Part V, Line 4: To further the mission of the organization. Part X, Line 2: CAMCHSI financial statements are audited as part of the financial statements of CAMC Health System, Inc. and Subsidiaries (collectively, the "System"). Language regarding ASC 740 (FIN 48) included in the consolidated footnotes is as follows: "The IRS has determined that CAMC, the Foundation, and the Institute are exempt from income taxes under Section 501 (c)(3) of the Code and applicable state statutes. The System does not have any material uncertain tax positions as of December 31, 2016." X X X X 1 1 0 0 0 0 0 1 0 David L Ramsey President & CEO 0 785590 0 225000 0 134659 0 435062 0 23223 0 1603534 0 81011 John L Goad MD Chief of Staff-CAMC 0 686465 0 0 0 41232 0 10600 0 19166 0 757463 0 0 Samuel Shawn Groves MD Director 0 473679 0 0 0 49335 0 10600 0 29821 0 563435 0 0 Kristi Snyder VP Human Resources 0 246628 0 46369 0 30435 0 163283 0 3899 0 490614 0 19117 Angela Fenton Hill Secretary & Gen Counsel (start 7/16) 0 244062 0 16711 0 17980 0 10276 0 22868 0 311897 0 0 Thomas P McIlwain MD VP Med Affairs and CMO 0 381829 0 61844 0 148185 0 45727 0 24163 0 661748 0 62265 Eileen Clark VP Info Services (start 2/16) 0 261224 0 20000 0 18599 0 30087 0 19248 0 349158 0 0 Robert B Danielson VP Compliance 0 175770 0 24717 0 28440 0 70701 0 21203 0 320831 0 18437 Glenn Crotty Jr MD COO 0 499035 0 121897 0 100042 0 36040 0 23223 0 780237 0 46071 Larry C Hudson CFO 0 443147 0 102650 0 118932 0 10600 0 10908 0 686237 0 0 Marshall A McMullen Jr Secretary & Gen Counsel (end 7/16) 0 182124 0 39664 0 281609 0 35622 0 12579 0 551598 0 51732 Rocky Blake Interim VP Info Services (end 2/16) 0 205152 0 33902 0 16800 0 9866 0 23196 0 288916 0 0 Gregory Veltri Former VP Info Services 0 0 0 0 0 285600 0 0 0 20203 0 305803 0 0 Part I, Lines 4a-b Gregory Veltri received $285,344 severance in 2016. CAMC has a Mutual Severance Agreement with Mr. Veltri which states "Although Veltri will no longer be performing duties or exercising any responsibilities, CAMC will continue to pay Veltri his bi-weekly pay check through December 2016." Part I, Lines 4a-b Supplemental Executive Retirement Plan ("SERP"). Participants are key officers of CAMCHSI and subsidiaries. Terms and Conditions of SERP plan: Defined Benefit. Vest at age 60, or later, if one time postponement is made prior to age 59. Deferred vesting date cannot be earlier than age 65 or later than age 68. Benefit at age 60 with 30 years of service is computed as the difference between 55% of Final Average Total compensation and sum of retirement benefits paid from: CAMC Health System, Inc. Qualified Retirement Plan, Non-Qualified Retirement Restoration Plan and 50% of projected age 62 Primary Social Security Benefit. Eligible to receive SERP benefits upon earliest of: normal retirement or date elected, if extended; death; disability; involuntary termination without cause. Early retirement at age 55 with at least 5 years of service reduced 1.83% for each year of service less 30 and 0.5% reduction for each month prior to Normal Retirement Date (age 60). Taxes due upon distribution. Subject to the Substantial Risk of Forfeiture. CEO Supplemental Executive Retirement Plan ("SERP"): Participant-CEO Terms and Conditions of CEO SERP Plan: Defined Contribution. Vest at age 65. Benefit at age 65 projected as the difference between 60% of Final 5 Year Average Total compensation and sum of retirement benefits paid from: CAMC Health System, Inc. Qualified Retirement Plan and 50% of projected age 65 Primary Social Security Benefit. Actual benefits will depend upon simulated investment results based on investment options selected by participant. Eligible to receive SERP benefits upon earliest of: deferred vesting date; death; disability; involuntary termination without cause. Taxes due upon vesting. Subject to the Substantial Risk of Forfeiture. Under the Execu-Flex Benefit Plan (409A), executives receive 11% of their salary in flex allowance. This flex allowance is used to elect executive benefits. Any remaining flex allowance is credited to a tax-deferred Capital Accumulation Account. The minimum vesting period is two years, maximum is age 68. A two year non-compete agreement (Substantial Risk of Forfeiture Agreement) applies if termination of employment occurs prior to the vesting date. Certain participants had amounts vested and included as reportable compensation this year, as detailed below: David L. Ramsey - $82,157 Glen Crotty Jr., M.D. - $72,240 Larry C. Hudson - $73,618 Robert B. Danielson - $18,440 Kristi Snyder - $19,120 Thomas P. McIlwain - $120,635 Marshall A. McMullen, Jr. - $51,740 Part I, Line 7 The organization provides incentive payments to certain employees after operating and performance goals are achieved. Incentive payment plans are reviewed and approved by the CAMC Health System, Inc. Board of Directors Compensation Committee. Form 990, Part VI, Section A, line 2 David L. Ramsey, Rocky Blake, Samuel Shawn Groves M.D., John L. Goad, M.D., Glenn Crotty, Jr., M.D., Larry C. Hudson, Robert B. Danielson, Angela Hill, Marshall A. McMullen, Jr., Eileen Clark and Thomas P. McIlwain, M.D. have a business relationship due to joint employment by related companies within the same health system. Form 990, Part VI, Section B, line 11b CAMC Health System, Inc. ("CAMCHSI") compiles necessary information for Form 990 through efforts of various officers and trustees of the organization and its affiliates. The return is then prepared and reviewed by an external consultant firm. This firm then reviews the completed Form 990 with the CAMCHSI Board of Directors and its Audit Committee. Form 990, Part VI, Section B, line 12c Corporate officers including the President and Secretary develop the agendas for board meetings and identify and resolve potential conflict of interest issues relative to action items. Annual disclosure procedures are implemented and the board chair and nominating committee periodically review conflict situations. The organization's conflict of interest policy requires all disclosed conflicts to be reported by the Chief Compliance Officer to the CAMC Health System Management Compliance Committee. The Compliance Officer will inform the Board of Directors Audit Committee at their next scheduled meeting of all such activities approved by the CAMC Health System Management Compliance Committee. The Manager (the direct supervisor of a company representative) may concur with the Compliance Officer's decision or may ask that the CAMC Health System Management Compliance Committee review the Conflict of Interest Form in question. The CAMC Health System Management Compliance Committee will then review the conflict of interest in question at the next meeting and their decision is final. Form 990, Part VI, Section B, line 15 The CAMCHSI Board of Directors Compensation Committee selects and supervises an independent consultant who advises the Committee on compensation arrangements and transactions between CAMC Health System, Inc. subsidiaries and executives (including CAMCHSI's CEO). The Committee uses the data to determine the total compensation of CAMCHSI's CEO and other executive officers. This data is reviewed every two years or when a new person comes into an executive role. Form 990, Part VI, Section C, line 19 The organization's audit is part of a consolidated financial audit for CAMC Health System, Inc. and Subsidiaries. Consolidated audited financial statements are available on-line at CAMC.org. They are also filed with the WV Health Care Authority where they are available online and in person. There is no formal method of making the organization's Bylaws and Conflict of Interest Policy publicly available, but they are available upon request. The organization's Articles of Incorporation are on file at, and publicly available through, the West Virginia Secretary of State's Office. Form 990, Part XI, line 9: Change in Beneficial Interest in Affiliates -783,717. Change in Temp & Permanent Restricted Activities of Subsidiaries 5,027,351. Affiliate Transfers 612,745. CAMC Health Education and Research Institute Inc PO Box 1547 Charleston WV 253261547 550753754 Medical Educational Research WV 501(c)(3) Line 12b, II CAMC Health System Inc 1 Charleston Area Medical Center Inc PO Box 1547 Charleston WV 253261547 550526150 Hospital WV 501(c)(3) Line 3 CAMC Health System Inc 1 CAMC Foundation Inc PO Box 1547 Charleston WV 253261547 310887133 Fundraising WV 501(c)(3) Line 7 CAMC Health System Inc 1 Women and Children's Medical Office Building Partnership PO Box 1547 Charleston WV 253261547 550669065 Medical Office Building WV N/A General Division Medical Office Building Partnership PO Box 1547 Charleston WV 253261547 550623949 Medical Office Building WV N/A Integrated Health Care Providers Inc PO Box 1547 Charleston WV 253261547 550751010 Specialty Physician Practices WV CAMC Health System Inc C 1.00000 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 1 Charleston Area Medical Center Inc M 118859 Fair Market Value Charleston Area Medical Center Inc S 763987 Fair Market Value