2015-11-13T12:25:46-06:00 2014-12-31 330885895 LINDSAY & BROWNELL LLP 4225 EXECUTIVE SQUARE SUITE 1150 LA JOLLA CA 92037 990 2014-01-01 463191908 CENTER FOR MEDICAL INTEROPERABILITY INC CENT 8442086510 618 CHURCH STREET NO 220 NASHVILLE TN 37219 FRANKLIN CANTWELL EXECUTIVE DIRECTOR 8442086510 2015-11-12 1 MARY H MCGROARTY P00735101 8585589200 2014 2016-04-25 22:37:26Z FRANKLIN CANTWELL 618 CHURCH STREET NO 220 NASHVILLE TN 37219 6330000 0 X HTTP://MEDICALINTEROPERABILITY.ORG/ X 2013 DE TO BENEFIT THE PUBLIC BY IMPROVING PATIENT SAFETY, ASSURING SECURITY AND CONFIDENTIALITY OF HEALTH INFORMATION, AND ENHANCING ACCESS TO CARE, CARE EFFICIENCY AND AFFORDABILITY FOR THE GENERAL PUBLIC THROUGH THE ESTABLISHMENT OF A CENTRALIZED LABORATORY TASKED WITH SERVING AS A NEUTRAL ENVIRONMENT FOR HEALTH SYSTEMS STAKEHOLDERS TO IDENTIFY TECHNICAL SOLUTIONS TO THE CHALLENGES ASSOCIATED WITH MEDICAL INTEROPERABILITY, TO DEVELOP COMMON STANDARDS-BASED ARCHITECTURE, SPECIFICATIONS AND REFERENCE DESIGNS FOR INTEROPERABLE HOSPITAL DEVICES AND INFORMATION SYSTEMS, TO DESIGN AND OVERSEE PROTOCOLS FOR TESTING AND CERTIFYING THAT MEMBER-SPECIFIED REQUIREMENTS ARE FULLFILLED, AND TO FACILITATE THE EDUCATION OF ALL HEALTH SYSTEMS STAKEHOLDERS CONCERNING SOLUTIONS AND BEST PRACTICES RELATED TO MEDICAL INTEROPERABILITY. 14 12 22 0 0 0 936686 6330000 0 0 0 0 0 0 936686 6330000 0 0 0 0 584236 3619812 0 0 0 352450 1771018 936686 5390830 0 939170 230592 4714924 230592 1008151 0 3706773 X TO ACHIEVE PLUG-AND-PLAY INTEROPERABILITY BY UNIFYING HEALTHCARE ORGANIZATIONS TO COMPEL CHANGE, BUILDING A LAB TO SOLVE SHARED TECHNICAL CHALLENGES AND PIONEERING INNOVATIVE RESEARCH AND DEVELOPMENT. ACCELERATING THE SEAMLESS EXCHANGE OF INFORMATION TO IMPROVE HEALTHCARE FOR ALL. 0 0 3705879 TO BENEFIT THE PUBLIC BY IMPROVING PATIENT SAFETY, ASSURING SECURITY AND CONFIDENTIALITY OF HEALTH INFORMATION, AND ENHANCING ACCESS TO CARE, CARE EFFICIENCY AND AFFORDABILITY FOR THE GENERAL PUBLIC THROUGH THE ESTABLISHMENT OF A CENTRALIZED LABORATORY TASKED WITH SERVING AS A NEUTRAL ENVIRONMENT FOR HEALTH SYSTEMS STAKEHOLDERS TO IDENTIFY TECHNICAL SOLUTIONS TO THE CHALLENGES ASSOCIATED WITH MEDICAL INTEROPERABILITY, TO DEVELOP COMMON STANDARDS-BASED ARCHITECTURE, SPECIFICATIONS AND REFERENCE DESIGNS FOR INTEROPERABLE HOSPITAL DEVICES AND INFORMATION SYSTEMS, TO DESIGN AND OVERSEE PROTOCOLS FOR TESTING AND CERTIFYING THAT MEMBER-SPECIFIED REQUIREMENTS ARE FULFILLED, AND TO FACILITATE THE EDUCATION OF ALL HEALTH SYSTEMS STAKEHOLDERS CONCERNING SOLUTIONS AND BEST PRACTICES RELATED TO MEDICAL INTEROPERABILITY. THE CENTER FOR MEDICAL INTEROPERABILITY IS DEVELOPING THE COMMUNICATIONS INFRASTRUCTURE TO SUPPORT RELIABLE DATA TRANSPORT AND SYSTEMS CONNECTIVITY AND ESTABLISHING APPROPRIATE LEVELS OF DATA SECURITY AND CLASS OF SERVICE, INCLUDING MEDICAL GRADE, UNDER HIGH LOADS. THIS WILL ALLOW SYSTEMS TO CONNECT, EXCHANGE DATA SECURELY AND USE THAT INFORMATION IN A WAY THAT ENABLES SAFER, MORE OPTIMIZED HEALTHCARE. 3705879 1 1 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 1 0 0 0 0 0 1 0 0 0 1 0 0 1 22 1 0 0 0 0 0 0 0 0 0 0 0 0 X 14 12 1 1 0 0 1 1 1 1 1 0 0 1 1 1 1 1 0 1 1 0 CA X AARON GOLDMUNTZ 8442086510 618 CHURCH STREET SUITE 220 NASHVILLE TN 37219 MICHAEL SCHATZLEIN MD DIRECTOR 0.50 X 0 0 0 THOMAS M PRISELAC DIRECTOR 0.50 X 0 0 0 JOSEPH SMITH MD SECRETARY AND DIRECTOR 0.50 0.50 X X 0 2456009 41029 MICHAEL ME JOHNS MD CHAIRMAN AND CEO 1.00 X X 0 0 0 WAYNE T SMITH DIRECTOR 0.50 X 0 0 0 GLENN D STEELE JR MD DIRECTOR 0.50 X 0 0 0 JON L PRYOR MD DIRECTOR 0.50 X 0 0 0 R MILTON JOHNSON DIRECTOR 0.50 X 0 0 0 PAUL B ROTHMAN MD DIRECTOR 0.50 X 0 0 0 DEAN M HARRISON DIRECTOR 0.50 X 0 0 0 STEPHEN K JONES DIRECTOR 0.50 X 0 0 0 CHRIS VAN GORDER DIRECTOR 0.50 X 0 0 0 NICHOLAS J VALERIANI DIRECTOR 0.50 0.50 X 0 1569076 17443 JEFFREY R BALSER MD DIRECTOR 0.50 X 0 0 0 AARON GOLDMUNTZ VICE PRESIDENT 40.00 X 197469 0 19303 FRANKLIN CANTWELL EXECUTIVE DIRECTOR 40.00 X 357617 0 38499 TODD COOPER EXECUTIVE VICE PRESIDENT 40.00 X 239238 0 35895 KEN FUCHS EXECUTIVE VICE PRESIDENT 40.00 X 229960 0 25434 BILL BUNDY SENIOR DIRECTOR OF CONNECT 40.00 X 157851 0 6486 SCOTT CASSIDY EMPLOYEE 40.00 X 153553 0 20097 JAN WITTENBER EMPLOYEE 40.00 X 155016 0 9384 RICHARD DAKERS DIRECTOR 0.50 0.50 X 0 604265 21482 1490704 4629350 235052 12 1 1 0 0 6330000 6330000 6330000 0 0 0 X 2725489 2090064 635425 338811 227321 111490 94467 71436 23031 274692 207722 66970 186353 140920 45433 192610 192610 182259 182259 178500 178500 673418 610158 63260 32281 3955 28326 67438 50732 16706 219704 219704 37338 37338 8222 8222 RENT EXPENSE 117058 117058 BUSINESS MEALS 32084 32084 DEPRECIATION 15661 15661 SPECIAL EVENTS 14445 14445 5390830 3705879 1684951 0 9118 3093928 1509835 183929 0 37545 38012 88810 15661 0 73149 230592 4714924 207796 564728 22796 443423 230592 1008151 X 1541938 2164835 0 3706773 230592 4714924 X 939170 2767603 X X 0 1 X 1 0 X 936686 6330000 7266686 936686 6330000 7266686 7266686 7266686 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 88810 15661 73149 73149 PAYROLL LIABILITIES 443423 443423 0 1 0 0 0 0 0 0 0 JOSEPH SMITH MD SECRETARY AND DIRECTOR 0 751961 0 1685000 0 19048 0 13000 0 28029 0 2497038 0 0 NICHOLAS J VALERIANI DIRECTOR 0 1050028 0 500000 0 19048 0 14045 0 3398 0 1586519 0 0 AARON GOLDMUNTZ VICE PRESIDENT 197469 0 0 0 0 0 19303 0 0 0 216772 0 0 0 FRANKLIN CANTWELL EXECUTIVE DIRECTOR 357617 0 0 0 0 0 31011 0 7488 0 396116 0 0 0 TODD COOPER EXECUTIVE VICE PRESIDENT 239238 0 0 0 0 0 24659 0 11236 0 275133 0 0 0 KEN FUCHS EXECUTIVE VICE PRESIDENT 229960 0 0 0 0 0 25250 0 184 0 255394 0 0 0 BILL BUNDY SENIOR DIRECTOR OF CONNECT 157851 0 0 0 0 0 6294 0 192 0 164337 0 0 0 SCOTT CASSIDY EMPLOYEE 153553 0 0 0 0 0 18348 0 1749 0 173650 0 0 0 JAN WITTENBER EMPLOYEE 155016 0 0 0 0 0 9000 0 384 0 164400 0 0 0 RICHARD DAKERS DIRECTOR 0 513217 0 72000 0 19048 0 13000 0 8482 0 625747 0 0 PART I, LINE 4B THE RELATED ORGANIZATION DEFERRED COMPENSATION IS LISTED ON SCHEDULE J PART 2. THIS AMOUNT INCLUDES THE NON-QUALIFIED DEFERRED COMPENSATION OFFERED BY GARY AND MARY WEST HEALTH INSTITUTE. FURTHUR INFORMATION IS AVAILABLE BY REQUEST. PART II, LINE 1B(II) PER JOSEPH SMITH'S AGREEMENT WITH THE GARY AND MARY WEST HEALTH INSTITUTE, HE IS ENTITLED TO AN ANNUAL PAYMENT OF $375,000, CREDITED TO A BOOKKEEPING ACCOUNT, FOR EACH YEAR HE REMAINS EMPLOYED BY THE GARY AND MARY WEST HEALTH INSTITUTE, FOR A MAXIMUM OF FOUR YEARS. HE HAS COMPLETED HIS FOURTH YEAR OF EMPLOYMENT AND THE AGGREGATE AMOUNT OF $1,500,000 WAS PAID TO DR. SMITH IN A LUMP SUM ON APRIL 30, 2014. THIS AMOUNT IS INCLUDED IN PART II, BOX (B)(II). SCHEDULE J SUPPLEMENTAL EXPLANATION COMPENSATION REPORTED IS FOR THE ENTIRE TAX YEAR AND REPRESENTS PAYMENTS FROM WEST HEALTH INSTITUTE TO OR ON BEHALF OF CENTER BOARD MEMBERS. WEST HEALTH INSTITUTE AND THE CENTER ARE NO LONGER RELATED ORGANIZATIONS AS OF OCTOBER 31, 2014. GARY AND MARY WEST MANAGEMENT COMPANY INC BOTH THE ORGANIZATION AND WEST MANAGEMENT COMPANY, INC HAVE COMMON OFFICERS 171740 THE GARY AND MARY WEST MANAGEMENT COMPANY, INC. PROVIDED GENERAL AND ADMINISTRATIVE SERVICES, INCLUDING FINANCE AND ACCOUNTING SERVICES TO THE ORGANIZATION IN EXCHANGE FOR A FEE OF $171,740. 0 GARY AND MARY WEST HEALTH INSTITUTE BOTH THE ORGANIZATION AND THE WEST HEALTH INSTITUTE HAVE COMMON OFFICERS 117058 THE GARY AND MARY WEST HEALTH INSTITUTE COLLECTS RENTAL INCOME FOR OFFICE SPACE IN THE AMOUNT OF $117,058. 0 FORM 990, PART VI, SECTION A, LINE 2 THE GARY AND MARY WEST FOUNDATION IS THE SOLE PERMANENT MEMBER OF THE ORGANIZATION, AND IS ALSO THE SOLE PERMANENT MEMBER OF THE GARY AND MARY WEST MANAGEMENT COMPANY, GARY AND MARY WEST HEALTH INSTITUTE, GARY AND MARY WEST HEALTH POLICY CENTER AND GARY AND MARY WEST HEALTH ENDOWMENT. THE GARY AND MARY WEST FOUNDATION AND THE CENTER ARE NO LONGER RELATED ORGANIZATIONS AS OF OCTOBER 31, 2014. JOSEPH SMITH, M.D, WHO WILL SERVE AS SECRETARY AND AS A DIRECTOR OF THE ORGANIZATION, IS ALSO THE CHIEF MEDICAL OFFICER AND CHIEF SCIENCE OFFICER OF THE GARY AND MARY WEST HEALTH INSTITUTE, AND THE PRESIDENT AND CHAIRMAN OF THE GARY AND MARY WEST HEALTH POLICY CENTER, BOTH WHICH ARE RELATED ORGANIZATIONS. NICHOLAS VALERIANI, WHO WILL SERVE AS A DIRECTOR OF THE ORGANIZATION, IS THE CHIEF EXECUTIVE OFFICER AND A DIRECTOR OF THE GARY AND MARY WEST HEALTH INSTITUTE, A RELATED ORGANIZATION. MICHAEL JOHNS, M.D., WHO WILL SERVE AS A DIRECTOR OF THE ORGANIZATION, IS ALSO A DIRECTOR OF THE GARY AND MARY WEST HEALTH INSTITUTE, AND THE GARY AND MARY WEST HEALTH POLICY CENTER, BOTH RELATED ORGANIZATIONS. FORM 990, PART VI, SECTION A, LINE 3 THE CENTER HAS ENTERED INTO A MANAGEMENT SERVICE AGREEMENT WITH GARY AND MARY WEST MANAGEMENT COMPANY, INC. GARY AND MARY WEST MANAGEMENT COMPANY, INC PROVIDES GENERAL AND ADMINISTRATIVE SERVICES, SUCH AS FINANCE AND ACCOUNTING SERVICES TO THE ORGANIZATION. IN RETURN FOR SUCH SERVICES, THE ORGANIZATION PAYS GARY AND MARY WEST MANAGEMENT COMPANY, INC A FEE EQUAL TO THE DIRECT COST OF THESE SERVICES PLUS 2.5%. FORM 990, PART VI, SECTION A, LINE 6 THE CORPORATION HAS ONE PERMANENT MEMBER, THE GARY AND MARY WEST FOUNDATION, WHICH IS A NEBRASKA NONPROFIT CORPORATION. IT ALSO WILL HAVE AT LEAST TWO ELECTED MEMBERS. CURRENTLY THE ELECTED MEMBERS ARE THOMAS J. CULHANE AND CHARLES SEDERSTROM. FORM 990, PART VI, SECTION A, LINE 7A THE MEMBERS ARE APPOINTED OR ELECTED BY A MAJORITY VOTE OF THE PERMANENT MEMBERS OF THE CORPORATION AT THE ANNUAL MEETING OF THE MEMBERS OR AT A SPECIAL MEETING CALLED AND HELD FOR THAT PURPOSE. FORM 990, PART VI, SECTION A, LINE 7B MEMBERS OF THE ORGANIZATION ARE RESPONSIBLE FOR ELECTING THE MEMBERS OF THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 11 THE FORM 990 INFORMATION WAS COMPLIED FROM THE ORGANIZATION'S CORPORATE AND ACCOUNTING RECORDS AND PROVIDED TO THE ORGANIZATION'S OUTSIDE TAX PREPARER. THE COMPLETED FORM 990 WAS REVIEWED BY THE ORGANIZATION'S CONTROLLER, CFO AND EXECUTIVE VICE PRESIDENT. UPON SATISFACTORY COMPLETION OF THE INTERNAL REVIEW PROCESS, A DRAFT OF THE FORM 990 WAS CIRCULATED TO THE ORGANIZATION'S BOARD OF DIRECTORS FOR REVIEW. THE FORM 990 WAS THEN FILED WITH THE INTERNAL REVENUE SERVICE. FORM 990, PART VI, SECTION B, LINE 12C EACH PRINCIPAL OFFICER AND MEMBER OF A COMMITTEE WITH BOARD - DELEGATED POWERS SHALL ANNUALLY SIGN A STATEMENT WHICH AFFIRMS THAT SUCH PERSON HAS RECEIVED, UNDERSTAND AND AGREE TO COMPLY WITH THE CONFLICT OF INTEREST POLICY. FORM 990, PART VI, SECTION B, LINE 15 THE ORGANIZATION USES COMPARABLE DATA FROM SIMILAR ORGANIZATIONS TO MEASURE REASONABLE COMPENSATION. THE BOARD OF DIRECTORS APPROVES COMPENSATION FOR ALL OFFICERS. THE COMPENSATION OF ALL OTHER EMPLOYEES IS FIXED BY THE PRESIDENT OF THE CORPORATION. FORM 990, PART VI, SECTION C, LINE 19 ALL GOVERNING DOCUMENTS, FINANCIAL STATEMENTS, AND CONFLICT OF INTEREST POLICY ARE AVAILABLE UPON REQUEST. FORM 990, PART IX, LINE 11G CONTRACTOR FEES: PROGRAM SERVICE EXPENSES 87,162. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 87,162. RECRUITER FEES: PROGRAM SERVICE EXPENSES 24,750. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 24,750. ADMINISTRATION GENERAL: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 6,560. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 6,560. WEB DEVELOPMENT CONSULTING: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 3,600. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 3,600. STRATEGIC ANALYSIS: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 15,600. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 15,600. ENGINEERING CONSULTING: PROGRAM SERVICE EXPENSES 4,311. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 4,311. BRANDING: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 37,500. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 37,500. CONTRACT/PROFESSIONAL FEES: PROGRAM SERVICE EXPENSES 493,935. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 493,935. FORM 990, PART XI, LINE 9: PRIOR PERIOD ADJUSTMENT - 2013 WEST HEALTH FOUNDATION GRANT ACCRUAL 2,763,699. PRIOR PERIOD ADJUSTMENT - 2013 ADMINISTRATIVE FEES 3,771. PRIOR PERIOD ADJUSTMENT - 2013 ACCOUNTS PAYABLE 133. FORM 990, PART XII, LINE 2C: THE ORGANIZATION'S FINANCIAL STATEMENTS WERE AUDITED BY AN INDEPENDENT ACCOUNTANT ON A CONSOLIDATED BASIS WITH THE GARY AND MARY WEST HEALTH FOUNDATION THROUGH OCTOBER 31, 2014. THE CENTER AND THE FOUNDATION ARE NO LONGER RELATED ORGANIZATION AS OF SEPTEMBER 22, 2014. THE ORGANIZATION'S FINANCIAL STATEMENTS WERE ALSO AUDITED BY AN INDEPENDENT ACCOUNTANT ON A SEPARATE BASIS FOR THE ENTIRE TAX YEAR. PART VII, SECTION A, COLUMN E COMPENSATION REPORTED FROM RELATED ORGANIZATIONS IS FOR THE ENTIRE TAX YEAR AND REPRESENTS PAYMENTS FROM WEST HEALTH INSTITUTE TO OR ON BEHALF OF CENTER BOARD MEMBERS. WEST HEALTH INSTITUTE AND THE CENTER ARE NO LONGER RELATED ORGANIZATIONS AS OF OCTOBER 31, 2014. GARY AND MARY WEST HEALTH INSTITUTE 10350 NORTH TORREY PINES RD LA JOLLA CA 92037 264146730 CONDUCTS MEDICAL RESEARCH WITH HOSPITALS TO REDUCE HEALTHCARE COSTS DE 501(C)(3) LINE 4 N/A 0 GARY AND MARY WEST HEALTH ENDOWMENT 1603 ORRINGTON AVE EVANSTON IL 60201 272953865 PROVIDES FINANCIAL SUPPORT DE 501(C)(3) LINE 11B, II N/A 0 GARY AND MARY WEST FOUNDATION 5796 ARMADA DR 300 CARLSBAD CA 92008 470793015 PROVIDES FINANCIAL SUPPORT NE 501(C)(3) PF N/A 0 GARY AND MARY WEST HEALTH POLICY CENTER 1909 K STREET NW SUITE 730 WASHINGTON DC 20006 275388874 ANALYZE, DISCUSS AND EDUCATE ON HEALTH POLICY ISSUES. DE 501(C)(3) PF N/A 0 GARY AND MARY WEST MANAGEMENT COMPANY 5796 ARMADA DR 300 CARLSBAD CA 92008 454040871 PROVIDES MANAGEMENT AND ADMINISTRATIVE SERVICES DE N/A C 0 0 0 1 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 GARY AND MARY WEST FOUNDATION C 6330000 DOLLAR AMOUNT OF GRANT GARY AND MARY WEST MANAGEMENT COMPANY M 171740 DIRECT COSTS PLUS 2.5% GARY AND MARY WEST HEALTH INSTITUTE Q 92529 DIRECT EXPENSES PAID GARY AND MARY WEST HEALTH INSTITUTE P 92458 DIRECT REIMBURSEMENT GARY AND MARY WEST HEALTH INSTITUTE K 117058 DIRECT COST