2025-11-07T07:54:51+00:00 2024-12-31 350921680 CROWE LLP 575 Market Street Suite 3300 San Francisco CA 941055829 990 2024-01-01 900532830 Banner Medical Group BANN 6027474000 2901 N Central Ave Suite 160 Phoenix AZ 85012 SHIVA BIRDI MD DIRECTOR/CEO 6027474000 2025-11-07 true DIANE KIRMACI P01578407 4155761100 2025-11-07 2024 2025-03-06 01:10:19Z SHIVA BIRDI MD 2901 N Central Ave Suite 160 Phoenix AZ 85012 619346460 false X WWW.BANNERHEALTH.COM X 2009 AZ ASSIST BANNER HEALTH COMPLETE ITS MISSION TO MAKE HEALTH CARE EASIER, SO LIFE CAN BE BETTER BY PROVIDING INTEGRATED & COORDINATED CARE & POPULATION HEALTH MANAGEMENT. 3 0 3955 0 -15734 616475 2015031 555513828 604020294 206965 332155 4347203 3021561 560684471 609389041 0 0 595717409 640892774 0 0 174963662 182047992 770681071 822940766 -209996600 -213551725 154301996 174303495 111315431 119155852 42986565 55147643 TO ASSIST BANNER HEALTH COMPLETE ITS MISSION, BANNER MEDICAL GROUP (BMG) WAS CREATED TO MAKE HEALTH CARE EASIER, SO LIFE CAN BE BETTER BY PROVIDING INTEGRATED & COORDINATED CARE & POPULATION HEALTH MANAGEMENT. false false 740754192 604020294 BMG is committed to PROVIDING INTEGRATED AND COORDINATED CARE AND POPULATION HEALTH MANAGEMENT. See Schedule O for additional details. 740754192 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 false false true false false false false false false false false false false false false false false true true false false false false true 158 0 true 3955 true true true false false false false false false false false false false false X 3 0 false false false false true true true true true false false false false true true true true true false false true true X Paul Nolde-Morrissey 6027474000 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 CAROL KARP TREASURER/Division CFO 20.0 20.0 X X 529587 0 45500 GARRICK RICHARDS MD Director/Secretary / COO - Medical Group (Thru Feb 2024) 20.0 20.0 X X 199852 0 3290 Monica Bejarano COO/Secretary 20.0 20.0 X X 349467 0 29328 SHIVA BIRDI MD CEO/President/Chair 20.0 20.0 X X 934046 0 179675 GORDON COHEN MD Physician 40.0 0 X 1218034 0 26991 JOHN TOTH MD Physician 40.0 0 X 1333033 0 41184 MARTIN BENOIT MD PHYSICIAN 40.0 0 X 1354582 0 43125 Michael Saint-Cyr MD PHYSICIAN 40.0 0 X 1526281 0 34056 RAJEEV KATHURIA MD Physician 40.0 0 X 1523754 0 34836 DAVID BIXBY Former Secretary (Termed 6/30/2022) 0.0 0.0 X 0 258418 76239 8968636 258418 514224 1410 true true false Healthcare Workforce Logistics Holdings LLC PO Box 860573 Minneapolis MN 55486 Medical Staffing 7757914 CHG Companies PO Box 972651 Dallas TX 753972651 Medical Staffing 5528350 Weatherby Locums Inc 1550 Yelllowtail Dr Sheridan WY 82801 Medical Staffing 2452619 Integrity Building Corp 1150 North County Club Drive Mesa AZ 85201 Healthcare & Hospital General Contracting 1486401 Goodmans Interior Structures PO Box 842702 Los Angeles CA 900842702 Healthcare Furniture 1420773 70 2015031 2015031 Healthcare Services 621111 604020294 604020294 0 0 0 0 604020294 320160 -15734 335894 12978980 9957419 3021561 0 3021561 3021561 11995 0 11995 11995 11995 0 0 0 0 0 0 609389041 604020294 -15734 3369450 2270746 2270746 561924411 543526181 18398230 12474821 11914713 560108 35451986 33393783 2058203 28770810 27480433 1290377 237285 237285 21717073 20397717 1319356 0 26192 26192 2218701 2046934 171767 231596 130969 100627 29090172 29077412 12760 775498 690765 84733 966 966 4490504 4289340 201164 5530290 4989706 540584 15681568 14316037 1365531 Billing 27583351 27583351 Other Expenses 24614933 21912603 2702330 Medical Supplies 23944558 23944558 Corporate Allocations 23264758 23264758 2640547 2616849 23698 0 822940766 740754192 82186574 0 272607 216563 25564764 33653469 0 0 0 0 2435005 2696025 101547600 50407224 39461057 51140376 1244433 1557633 0 35349971 35524970 49974159 49514459 154301996 174303495 60816541 68376376 110372 69777 0 0 50388518 50709699 111315431 119155852 X 40490895 52338773 2495670 2808870 42986565 55147643 154301996 174303495 X -213551725 225712803 X false true true false X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 12166920 7382923 4783997 23044498 8409558 14634940 51611740 34372511 17239229 14724442 242232 14482210 51140376 Accrued Revenue 46155 Right of Use Assets 49468304 49514459 Federal Income Taxes CP Finance Lease Obligation 10482009 Finance Lease Obligation 40227690 50709699 X 0 0 0 0 0 0 0 0 0 0 0 0 Schedule D, Part X, Line 2 FIN 48 (ASC 740) footnote BMG HAS NOT RECORDED ANY EXPENSE OR ACCRUED FOR ANY RELATED EXPENSE FOR ANY UNCERTAIN TAX POSITIONS. BMG'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 BMG OPERATES. false true false false false false false true false Monica Bejarano COO/Secretary 259072 0 72118 0 18277 0 27485 0 1843 0 378795 0 0 0 SHIVA BIRDI MD CEO/President/Chair 511686 0 372102 0 50258 0 144716 0 34959 0 1113721 0 83487 0 CAROL KARP TREASURER/Division CFO 359653 0 133356 0 36578 0 21441 0 24059 0 575087 0 11135 0 GARRICK RICHARDS MD Director/Secretary / COO - Medical Group (Thru Feb 2024) 31104 0 168633 0 115 0 1269 0 2021 0 203142 0 9343 0 DAVID BIXBY Former Secretary (Termed 6/30/2022) 0 0 0 258418 0 0 0 76239 0 0 0 334657 0 0 MARTIN BENOIT MD PHYSICIAN 919451 0 407649 0 27482 0 13800 0 29325 0 1397707 0 0 0 GORDON COHEN MD Physician 990013 0 220675 0 7346 0 0 0 26991 0 1245025 0 0 0 RAJEEV KATHURIA MD Physician 885260 0 622130 0 16364 0 13800 0 21036 0 1558590 0 0 0 Michael Saint-Cyr MD PHYSICIAN 588209 0 921899 0 16173 0 12777 0 21279 0 1560337 0 0 0 JOHN TOTH MD Physician 668069 0 640095 0 24869 0 13800 0 27384 0 1374217 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: Shiva Birdi MD $26,401 Carol Karp $11,135 2024 457(F) Contributions : Shiva Birdi MD $32,538 Carol Karp $7,641 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 Accomplishments BMG WAS FORMED FOR THE PURPOSES OF ENABLING THE BANNER HEALTH SYSTEM TO PROVIDE INTEGRATED AND COORDINATED CARE AND POPULATION HEALTH MANAGEMENT, THEREBY FURTHERING BANNER HEALTH'S EXEMPT PURPOSES BY ENABLING IT TO PROVIDE HIGHER QUALITY, MORE EFFICIENT (AND LESS DUPLICATIVE) AND LESS EXPENSIVE HEALTHCARE FOR THE COMMUNITIES IT SERVES. BY CONSOLIDATING PROVIDER EMPLOYMENT WITHIN A SINGLE ENTITY, BMG IS ABLE TO COORDINATE AND INTEGRATE WITH BANNER HEALTH IN ORDER TO IMPROVE TRANSPARENCY AND ACCOUNTABILITY IN THE PHYSICIAN OPERATIONS AND TO ALIGN THE PHYSICIAN OPERATIONS MORE FULLY AND CONSISTENTLY WITH THE EXEMPT PURPOSES AND OPERATIONS OF BANNER HEALTH. THIS ALLOWS THE BANNER HEALTH SYSTEM TO RESPOND TO CHANGES IN THE COMMUNITY HEALTHCARE SYSTEM ENCOURAGED BY THE PATIENT PROTECTION AND AFFORDABLE CARE ACT OF 2010. BMG ACTIVITIES ARE PRIMARILY FUNDED THROUGH PROFESSIONAL REVENUE EARNED THROUGH THE ACTIVITIES OF THE EMPLOYED PROVIDERS AND SUPPORT FROM Banner Health. BMG'S EMPLOYED PROVIDERS PROVIDE THE FOLLOWING SERVICES: A. MOST OF THE PROVIDERS ARE HOUSED IN Banner Health CLINICS LOCATED THROUGHOUT THE SERVICE AREA OF Banner Health's ACUTE CARE HOSPITALS. THESE PROVIDERS INCLUDE PRIMARY CARE PROVIDERS AND SPECIALISTS WHO MEET THE HEALTHCARE NEEDS OF THE AREA BY PROVIDING HIGH-QUALITY HEALTHCARE IN A CONVENIENT AND PATIENT-FRIENDLY ENVIRONMENT. A NUMBER OF THESE PROVIDERS WILL EVENTUALLY BE GROUPED INTO LARGER Banner Health CENTERS WHICH WILL PROVIDE A VARIETY OF PRIMARY AND SPECIALIST PHYSICIAN SERVICES AND ANCILLARY SERVICES SUCH AS CLINICAL LABORATORY, IMAGING, PHYSICAL THERAPY, AMBULATORY SURGERY, AND OTHER SERVICES FOUND IN MULTI-SPECIALTY PHYSICIAN CLINIC SITES. B. ANOTHER GROUP OF BMG'S PROVIDERS ARE WORKING, AND WILL CONTINUE TO WORK, PRIMARILY IN Banner Health's ACUTE CARE HOSPITALS TO PROVIDE SPECIALTY PROCEDURE-BASED CARE, SUCH AS CARDIOLOGY, GASTROENTEROLOGY, UROLOGY, RADIOLOGY, CARDIOVASCULAR SURGERY, BARIATRIC SURGERY, ORTHOPEDIC SURGERY AND GENERAL SURGERY. THIS GROUP OF PROVIDERS ALSO INCLUDES HOSPITALISTS, WHO PROVIDE 24/7 CARE FOR PATIENTS ADMITTED TO BANNER HEALTH'S ACUTE CARE HOSPITALS, AND INTENSIVISTS, WHO PROVIDE CARE FOR PATIENTS ADMITTED TO BANNER HEALTH'S INTENSIVE CARE UNITS, INCLUDING INTENSIVISTS WHO ARE EMPLOYED IN Banner Health's E-ICU, A REMOTE ICU MONITORING SYSTEM THAT ENABLES HIGHLY TRAINED AND EXPERIENCED INTENSIVISTS HOUSED IN REMOTE MONITORING CENTERS TO OBSERVE AND MONITOR ICU PATIENTS ON A 24/7 BASIS, INCLUDING PATIENTS ADMITTED TO ICUs IN BANNER HEALTH'S SMALLER, RURAL HOSPITALS. C. ANOTHER COMPONENT OF BMG'S PHYSICIANS ARE ALLIED HEALTH PROVIDERS WHO PROVIDE OCCUPATIONAL HEALTH SERVICES IN BANNER HEALTH'S OCCUPATIONAL HEALTH CLINICS. THESE CLINICS PROVIDE TRADITIONAL WORKERS COMPENSATION, EMPLOYEE HEALTH EVALUATIONS AND SIMILAR SERVICES, BOTH FOR Banner Health's SUBSTANTIAL WORKFORCE AND FOR EMPLOYERS IN THE COMMUNITIES SERVED BY BANNER HEALH'S HOSPITALS. Form 990, Part VI, Line 15a Process to establish compensation for top management official PART VI, LINE 15A WAS ANSWERED "NO" IN ACCORDANCE WITH FORM 990 INSTRUCTIONS BECAUSE THE FILING ENTITY DOES NOT DETERMINE COMPENSATION. SEE RESPONSE FOR PART VI, LINE 15B FOR THE COMPENSATION REVIEW PROCESS PERFORMED BY A RELATED ORGANIZATION. Form 990, Part VI, Line 15b BMG 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 BMG's SOLE MEMBER IS Banner Health, AN ARIZONA NON-PROFIT 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 BOARD OF DIRECTORS OF Banner Health, THE SOLE MEMBER, ELECTS THE BOARD OF DIRECTORS OF BMG. ANY DIRECTOR MAY BE REMOVED BY Banner Health AT ANY TIME, WITH OR WITHOUT CAUSE. 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 PHYSICIANS EMPLOYED BY THE CORPORATION; (N) APPROVAL OF THE PATIENT FINANCIAL ASSISTANCE POLICIES APPLICABLE TO SERVICES PROVIDED BY THE PRACTICING CLINICAL PHYSICIANS 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. AGAIN, IF APPLICABLE, 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 THIS SECOND REVIEW PROCESS IS COMPLETED, A FINAL DRAFT OF THE FORM 990 IS PRESENTED TO certain BMG officers. CHANGES TO THE FORM 990 ARE MADE IF NECESSARY. THE FINAL VERSION OF THE FORM 990 IS SIGNED BY a BMG OFFICER and the return is made available to the governing body. Form 990, Part VI, Line 12c Conflict of interest policy BMG HAS ADOPTED THE Banner Health's CONFLICT OF INTEREST POLICY. THIS POLICY REQUIRES THE INTERNAL ASSURANCE DEPARTMENT OF Banner Health TO PROVIDE EACH PARTY WITH A DISCLOSURE QUESTIONNAIRE. THE INTERNAL ASSURANCE DEPARTMENT PREPARES A SUMMARY FOR Banner Health Tax. THIS SUMMARY IS ALSO PRESENTED TO THE AUDIT COMMITTEE. Banner Health TAX PREPARES THE FORM 990 DISCLOSURE. THIS DISCLOSURE IS PRESENTED TO THE LEGAL DEPARTMENT FOR REVIEW. PURSUANT TO Banner Health's CONFLICT OF INTEREST POLICY, ALL BOARD MEMBERS, OFFICERS AND THE DIRECTOR OF INTERNAL AUDIT SERVICES MUST DISCLOSE THE EXISTENCE OF ANY FINANCIAL ITEREST 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 VII, Section B, Line 1, Column (A) INDEPENDENT CONTRACTORS COMPENSATION AMOUNTS OF THE FIVE HIGHEST PAID INDEPENDENT CONTRACTORS INCLUDE ALL PAYMENTS MADE TO THE INDEPENDENT CONTRACTORS AND MAY INCLUDE GOODS/MATERIALS BECAUSE BREAKDOWN WAS NOT AVAILABLE. Form 990, Part XI, Line 9 Other changes in net assets or fund balances INTERCOMPANY TRANSFERS - XXX-XX-XXXX; Total - XXX-XX-XXXX; BANNER ANESTHESIOLOGISTS - WEST LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 901120443 MEDICAL SERVICES AZ 0 0 BMG BANNER CANCER CENTER SPECIALISTS LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 900730387 MEDICAL SERVICES AZ 63086078 11042624 BMG BANNER CHILDREN'S-BANNER HLTH CLINIC LLC 2901 N CENTRAL AVE SUITE 160 PHOENIZ AZ 85012 900733282 MEDICAL SERVICES AZ 0 0 BMG BANNER HEALTH PHYSICIANS-WEST LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 900735046 MEDICAL SERVICES AZ 6483288 823789 BMG BANNER HOSPITAL BASED PHYSICIANS- AZ LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 900730395 MEDICAL SERVICES AZ 122163544 162109 BMG BANNER MEDICAL GROUP PEDIATRIC SLEEP LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 861292979 MEDICAL SERVICES AZ 0 0 BMG BANNER MEDICAL GROUP ADULT SLEEP LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 861226097 MEDICAL SERVICES AZ 0 0 BMG BANNER HOSPITAL BASED PHYSICIANS - WEST 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 900735043 MEDICAL SERVICES AZ 0 0 BMG BANNER MEDICAL GROUP DENTAL SERVICES LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 901116748 MEDICAL SERVICES AZ 0 0 BMG BANNER PHYSICIAN SPECIALISTS - AZ LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 900730397 MEDICAL SERVICES AZ 54370363 14451549 BMG BANNER PHYSICIAN SPR-SPECIALISTS- AZ LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 900730402 MEDICAL SERVICES AZ 72272091 14234378 BMG BANNER PRIMARY CARE PHYSICIANS - AZ LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 900730400 MEDICAL SERVICES AZ 26132833 25529372 BMG BANNER URGENT CARE - ARIZONA LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 900735044 MEDICAL SERVICES AZ 0 0 BMG 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 SERVICES CO 501(c)(3) 3 BANNER HEALTH false BANNER UNIVERSITY MEDICAL GROUP 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 942958258 MEDICAL SERVICES AZ 501(c)(3) 3 BANNER HEALTH false BANNER-UNIVERSITY CARE ADVANTAGE 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 463757358 HEALTH INSURANCE AZ 501(c)(3) 10 BANNER HEALTH false BANNER-UNIVERSITY FAMILY CARE 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 463766901 HEALTH INSURANCE AZ 501(c)(3) 10 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 Wyoming Medical Center Inc 2901 N Central Ave Suite 160 Phoenix AZ 85012 830279242 Hospital WY 501(c)(3) 3 Banner Health false BANNER AIR LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 862878425 MEDICAL TRANSPORT 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 WEST VALLEY CARDIOLOGY MANAGEMENT LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 861559257 MEDICAL MANAGEMENT AZ NA N/A BHSM REHABILITATION LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 823481322 MEDICAL SERVICES DE NA N/A Sonora Quest Laboratories 2901 N Central Ave Suite 160 Phoenix AZ 85012 860872873 Laboratory AZ NA N/A BANNER HEALTH NETWORK 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 900750689 ACCOUNTABLE CARE AZ NA C Corporation 0.33 false BANNER INDEMNITY LTD PO BOX 1051 GRAND CAYMAN CJ 450233470 INVESTMENTS CJ NA C Corporation false BANNER PLAN ADMINISTRATION INC 445 W 5TH PLACE SUITE 101 MESA AZ 85201 860800246 THIRD PARTY ADMINISTRATION AZ NA C Corporation false THE UNIVERSITY OF ARIZONA HEALTH PLAN - UNIVERSITY HEALTHCARE INC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 454370907 HEALTH INSURANCE AZ NA C Corporation false SONORAN HEMATOLOGY AND ONCOLOGY 2901 N CENTRAL AVE STE 160 PHOENIX AZ 85012 208391890 MEDICAL SERVICES AZ BMG S Corporation 0 0 1 true false false true false false false false false false true true false true true true true false false true