2023-11-09T06:38:32-06:00 2022-12-31 990 2022-01-01 541760974 VIRGINIA PREMIER HEALTH PLAN INC VIRG 7574557020 1300 SENTARA PARK VIRGINIA BEACH VA 23464 JEFF C SNYDER TREASURER 7574557020 2023-11-09 JEFF SNYDER 999009999 0 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z X DENNIS A MATHEIS 1300 SENTARA PARK VIRGINIA BEACH VA 23464 3427990122 0 X WWW.VAPREMIER.COM X 2010 VA TO ENSURE OUR MEMBERS RECEIVE THE HIGHEST QUALITY MEDICAL SERVICES. OUR GOAL IS TO IMPROVE THE HEALTH STATUS OF OUR MEMBERSHIP. 8 3 3 5 0 0 0 0 2386027496 2784910535 11098219 -3739317 0 0 2397125715 2781171218 0 0 0 0 903755 756922 0 0 0 2312187766 2669106303 2313091521 2669863225 84034194 111307993 777728605 642649249 432470478 306901642 345258127 335747607 X SEE SCHEDULE OVIRGINIA PREMIER HEALTH PLAN IS COMMITTED TO ENSURING OUR MEMBERSRECEIVE THE HIGHEST QUALITY MEDICAL SERVICES FROM OUR PHYSICIANS,HOSPITALS, AND OTHER HEALTH CARE PROVIDERS. THROUGH OPERATIONALEXCELLENCE, OUR DEDICATED TEAM PROMOTES MEMBER-FOCUSED SERVICES, FOSTERS STRONG PROVIDER RELATIONSHIPS AND SHIFTS MORE OF OUR FINANCIAL RESOURCES TO HEALTH CARE SERVICES. OUR GOAL IS TO IMPROVE THE HEALTH STATUS OF OUR MEMBERSHIP. GUIDING VALUES AND PRINCIPLES:- SERVE AND SUPPORT THE VIRGINIA MEDICAID AND MEDICARE ELIGIBLE POPULATION.- MEET THE HEALTH CARE NEEDS OF OUR MEMBERS.- EMPOWER OUR MEMBERS THROUGH EDUCATION AND MEMBER-FOCUSED SERVICES.- SUPPORT DOCTOR/PATIENT RELATIONSHIPS BY FOSTERING STRONG PROVIDER RELATIONSHIPS.- EFFECTIVELY INTEGRATE MANAGED CARE ADMINISTRATION AND HEALTH CARE SERVICES.- ABIDE BY ALL ETHICAL STANDARDS AND DEMONSTRATE INTEGRITY AND QUALITY IN ALL BUSINESS PRACTICES. 0 0 2631623894 2784910535 VIRGINIA PREMIER MAINTAINS CONTRACTS WITH AREA PROVIDERS TO SUPPLY HEALTH CARE, DISEASE PREVENTION, AND HEALTH PROMOTION FOR INDIVIDUALS AND FAMILIES IN THE COMMUNITY IN AN EFFECTIVE, ACCESSIBLE AND AFFORDABLE MANNER. 2631623894 1 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 1 0 0 1 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 X 7466 0 1 3 1 0 0 0 0 0 0 0 0 0 0 0 0 X 8 3 1 1 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X CORPORATE OFFICERS 7574557020 1300 SENTARA PARK VIRGINIA BEACH VA 23464 ROBERT A BROERMANN DIRECTOR 1.00 50.00 X 0 2401429 -86268 DENNIS A MATHEIS DIRECTOR/PRESIDENT 16.00 34.00 X X 693876 1641049 269863 JORDAN R ASHER MD DIRECTOR 1.00 42.00 X 0 1767412 171124 PATRICIA DARNLEY DIRECTOR 1.00 40.00 X 0 768397 129034 COLIN DROZDOWSKI DIRECTOR 1.00 41.00 X 0 898957 138525 ROBERT C FORT DIRECTOR 1.00 1.00 X 0 0 0 CATHIE J VICK DIRECTOR 1.00 1.00 X 0 0 0 J LES HALL DIRECTOR 1.00 4.80 X 0 0 0 DR ARLINE D BOHANNON DIRECTOR (THROUGH 9/22) 1.00 0.00 X 0 0 0 KARAH GUNTHER VCUHS DIRECTOR (THROUGH 9/22) 1.00 0.00 X 0 0 0 JEFF C SNYDER TREASURER 2.00 40.00 X 0 342380 -147687 PAUL NEIMEYER SECRETARY (THROUGH 9/22) 1.00 0.00 X 0 0 0 LINDA T HINES FORMER OFFICER AND KE 0.00 40.00 X 0 470744 45981 TIMOTHY E CARPENTER FORMER OFFICER AND KE 0.00 40.00 X 0 265436 40669 MEGAN R PERRY FORMER OFFICER 0.00 41.40 X 0 1438011 -357900 LOUIS PATALANO IV FORMER OFFICER 0.00 0.00 X 0 1103191 -16296 PETER PAVELL FORMER KE 0.00 40.00 X 0 373709 48712 ERIC WILSON FORMER KE 0.00 40.00 X 0 301959 46081 RANDY DOVEL FORMER KE 0.00 40.00 X 0 237479 36204 JAMIE MCPHERSON FORMER KE 0.00 40.00 X 0 302150 58078 RICHARD GORDON FORMER KE 0.00 40.00 X 0 251095 15935 DAVID SUMMERS FORMER KE AND T5 0.00 40.00 X 0 286492 28221 MARK MATTINGLY FORMER KE AND T5 0.00 40.00 X 0 417325 20666 693876 13267215 440942 3 1 1 0 KAISER PERMANENTE PO BOX 64533 BALTIMORE MD 21264 LAB SERVICES 196041502 CONSUMER DIRECT CARE NETWORK VIRGINIA 100 CONSUMER DIRECT WAY MISSOULA MT 59808 SELF-DIRECTED CARES SERVICES 128119088 CARILION MEDICAL CENTER PO BOX 826761 PHILADELPHIA PA 191820001 HEALTHCARE PROVIDER 112085388 RECTOR AND VISITORS OF UNIV OF VIRGINIA PO BOX 4359 ATLANTA GA 303843059 HEALTHCARE PROVIDER 73676268 VCU HEALTH SYSTEM PO BOX 758997 BALTIMORE MD 212750001 HEALTHCARE PROVIDER 71419851 1557 SUBSCRIBER PREMIUMS 900099 2784910535 2784910535 2784910535 8189486 8189486 634890101 646818904 -11928803 -11928803 -11928803 2781171218 2784910535 0 -3739317 756922 631727 125195 583949 487364 96585 225293452 188036897 37256555 12944 10803 2141 5730 4782 948 413776 345337 68439 4167533 3478223 689310 956 798 158 MEDICAL CLAIMS AND CAPI 2438664980 2438664980 UNRELATED BUSINESS INCO -37017 -37017 2669863225 2631623894 38239331 0 85618807 82593809 270055419 266334542 4592771 1202004 23255086 12441673 14352078 10813413 368393175 230965930 12540854 5027848 18166667 17786667 4008834 27925036 777728605 642649249 19301398 21116273 413169080 285785369 432470478 306901642 X 345258127 335747607 345258127 335747607 777728605 642649249 X 111307993 -27818513 -93000000 X 0 1 X 1 0 X 108692904 108692904 1730318354 2066017019 1127476545 2386027499 2784910535 10094749952 1730318354 2174709923 1127476545 2386027499 2784910535 10203442856 0 0 0 10203442856 4653908 3839077 650811 3848456 8189486 21181738 4653908 3839077 650811 3848456 8189486 21181738 1734972262 2178549000 1128127356 2389875955 2793100021 10224624594 0.99790 0.99810 0.00210 0.00190 X 310000 310000 2828070 1088144 1739926 19571850 11353529 8218321 545166 545166 10813413 DUE TO AFFILIATES 28253942 OTHER LIABILITIES 62237477 MEDICAL CLAIMS PAYABLE 195293950 285785369 CENTRAL AMERICA AND THE CARIBBEAN 0 0 INVESTMENTS 5027848 0 0 0 0 0 0 5027848 0 5027848 0 0 1 0 1 0 PART III ACCOUNTING METHOD: X 1 1 1 1 0 0 0 0 0 1 0 DENNIS A MATHEIS DIRECTOR/PRESIDENT 297591 1037229 381907 544711 14378 59109 55106 186932 7940 19885 756922 1847866 0 29375 ROBERT A BROERMANN DIRECTOR 0 1136501 0 969392 0 295536 0 -115045 0 28777 0 2315161 0 0 JORDAN R ASHER MD DIRECTOR 0 928949 0 804371 0 34092 0 129739 0 41385 0 1938536 0 0 LOUIS PATALANO IV FORMER OFFICER 0 0 0 0 0 1103191 0 -17502 0 1206 0 1086895 0 0 MEGAN R PERRY FORMER OFFICER 0 687067 0 542372 0 208572 0 -388488 0 30588 0 1080111 0 0 COLIN DROZDOWSKI DIRECTOR 0 660557 0 219004 0 19396 0 105663 0 32862 0 1037482 0 0 PATRICIA DARNLEY DIRECTOR 0 518909 0 213042 0 36446 0 97145 0 31889 0 897431 0 0 LINDA T HINES FORMER OFFICER AND KE 0 315426 0 119543 0 35775 0 18300 0 27681 0 516725 0 0 MARK MATTINGLY FORMER KE AND T5 0 306445 0 106580 0 4300 0 18300 0 2366 0 437991 0 0 PETER PAVELL FORMER KE 0 271263 0 91143 0 11303 0 18300 0 30412 0 422421 0 0 JAMIE MCPHERSON FORMER KE 0 243619 0 35855 0 22676 0 17945 0 40133 0 360228 0 0 ERIC WILSON FORMER KE 0 221485 0 79952 0 522 0 15167 0 30914 0 348040 0 0 DAVID SUMMERS FORMER KE AND T5 0 210083 0 39180 0 37229 0 5648 0 22573 0 314713 0 0 TIMOTHY E CARPENTER FORMER OFFICER AND KE 0 222797 0 31796 0 10843 0 16208 0 24461 0 306105 0 0 RANDY DOVEL FORMER KE 0 198074 0 28244 0 11161 0 14558 0 21646 0 273683 0 0 RICHARD GORDON FORMER KE 0 205931 0 30659 0 14505 0 13773 0 2162 0 267030 0 0 JEFF C SNYDER TREASURER 0 249032 0 82184 0 11164 0 -185791 0 38104 0 194693 0 0 PART I, LINE 1A THE ORGANIZATION PAID FOR ITS ALLOCABLE SHARE OF FIRST-CLASS TRAVEL FOR ONE OF ITS DIRECTORS. THE TRAVEL WAS APPROVED BY THE CEO OF SENTARA HEALTH, THE ORGANIZATION'S SOLE MEMBER. PART I, LINE 3 SENTARA HEALTH, THE 501(C)(3) TAX EXEMPT PARENT OF THE SENTARA HEALTH SYSTEM, ESTABLISHED THE COMPENSATION OF THE ORGANIZATION'S TOP MANAGEMENT OFFICIAL THROUGH THE USE OF A COMPENSATION COMMITTEE, AN INDEPENDENT COMPENSATION CONSULTANT, A COMPENSATION STUDY, AND APPROVAL BY SENTARA HEALTH'S COMPENSATION COMMITTEE. SENTARA HEALTH RECOGNIZES THAT PROVIDING THE BEST POSSIBLE CARE REQUIRES US TO ATTRACT AND RETAIN THE VERY BEST EMPLOYEES. OUR ORGANIZATION IS COMMITTED TO INVESTING IN OUR PEOPLE BY OFFERING COMPETITIVE COMPENSATION OPPORTUNITIES AND A STRONG WORKPLACE ENVIRONMENT. THE SENTARA HEALTH BOARD HAS DIRECTED A COMMITTEE OF INDEPENDENT, CONFLICT-FREE BOARD MEMBERS TO DEVOTE THEIR TIME AND ATTENTION TO THE OVERSIGHT OF SENTARA HEALTH'S EXECUTIVE COMPENSATION AND BENEFITS PROGRAMS. THE COMPENSATION COMMITTEE CONSISTS OF PROFESSIONAL, EXPERIENCED, AND DEDICATED BOARD MEMBERS WHO TAKE THIS RESPONSIBILITY VERY SERIOUSLY. THE COMPENSATION COMMITTEE FOLLOWS GOVERNANCE BEST PRACTICES IN THE REVIEW AND APPROVAL OF EXECUTIVE COMPENSATION. THE COMPENSATION COMMITTEE IS ASSISTED BY OUTSIDE ADVISORS WHO ARE ENGAGED BY THE COMMITTEE. PART I, LINES 4A-B LOUIS PATALANO, IV RECEIVED $1,103,191 IN COMPENSATION RELATED TO HIS SEPARATION FROM SERVICE. THIS AMOUNT HAS BEEN INCLUDED IN COLUMN (B)(III) OF SCHEDULE J, PART II. ROBERT BROERMANN, MEGAN PERRY, DENNIS MATHEIS, JORDAN ASHER, PATRICIA DARNLEY AND COLIN DROZDOWSKI PARTICIPATED IN THE SENTARA CAPITAL ACCUMULATION ACCOUNT PLAN. THE CAPITAL ACCUMULATION PLAN IS A NONQUALIFIED DEFERRED COMPENSATION PROGRAM. SUCH PLANS ARE COMMONLY OFFERED TO NOT-FOR-PROFIT HEALTH CARE EXECUTIVES TO PROVIDE ADDITIONAL RETIREMENT BENEFITS TO SUPPLEMENT LIMITATIONS IN QUALIFIED PLANS. PARTICIPATION IS LIMITED TO A SELECT GROUP OF CORPORATE EXECUTIVES AS APPROVED BY SENTARA HEALTH'S BOARD OF DIRECTOR'S COMPENSATION COMMITTEE. TERMS OF THE PLAN CHANGED EFFECTIVE JANUARY 1, 2009, WHEREBY VESTING OF CONTRIBUTIONS MADE ON OR AFTER THAT DATE NOW OCCURS ON THE EARLIER OF FIVE YEARS FOR EACH YEARS' CONTRIBUTIONS OR AGE 55 WITH 10 YEARS OF SERVICE. UNDER THE OLD TERMS, VESTING OF CONTRIBUTIONS MADE PRIOR TO JANUARY 1, 2009 OCCURS ON THE EARLIEST OF ASSIGNED DISTRIBUTION DATE, DEATH, INVOLUNTARY TERMINATION WITHOUT CAUSE OR COMPLETION OF TWO-YEAR NON-COMPETE AFTER VOLUNTARY TERMINATION (REGARDLESS OF ORIGINAL ASSIGNED DISTRIBUTION DATE). DURING 2022, THE FOLLOWING CORPORATE EXECUTIVES RECEIVED VESTED DISTRIBUTIONS UNDER THE PLAN: ROBERT BROERMANN ($202,592); DENNIS MATHEIS ($32,207); AND MEGAN PERRY ($127,468). THESE AMOUNTS HAVE BEEN REPORTED IN COLUMN (B)(III) OF SCHEDULE J, PART II. DURING THE CURRENT TAX YEAR DENNIS MATHEIS, PATRICIA DARNLEY AND LINDA HINES PARTICIPATED IN THE SENTARA NON-QUALIFIED DEFERRED COMPENSATION PLAN. A NEW PLAN YEAR BEGINS EACH JANUARY 1ST. ELIGIBILITY REQUIRES THAT AN EMPLOYEE MUST BE IN THE TOP 5% BY SALARY AND HAVE COMPENSATION GREATER THAN OR EQUAL TO THE HIGHLY COMPENSATED AMOUNT SET BY THE PLAN IN ORDER TO PARTICIPATE. PARTICIPANTS MUST MAKE THEIR ELECTIONS IN THE YEAR PRECEDING THE DEFERRAL YEAR AND SELECT A DISTRIBUTION DATE. NEW ELECTIONS MUST BE MADE EACH YEAR. ALL PARTICIPANTS ARE 100% VESTED IN THEIR ACCOUNT BALANCES AND LUMP SUM IS THE FORM OF PAYMENT AT THE DISTRIBUTION DATE UNLESS A 5 OR 10 YEAR INSTALLMENT PAYMENT WAS SELECTED. PART I, LINE 7 DURING THE CURRENT TAX YEAR, THE ORGANIZATION MADE NON-FIXED PAYMENTS OF COMPENSATION UNDER THE FOLLOWING INCENTIVE PROGRAMS: ANNUAL INCENTIVE PROGRAM - EXECUTIVES AND SENIOR LEADERS ARE ELIGIBLE FOR ANNUAL AWARDS BASED ON SYSTEM AND INDIVIDUAL PERFORMANCE. BOTH SYSTEM AND INDIVIDUAL SCORES ARE DETERMINED AFTER YEAR-END, AT WHICH POINT AWARDS MAY BE PAID AND REPORTED AS COMPENSATION. TARGET AND MAXIMUM OPPORTUNITIES VARY BY LEVEL. TOP HAT- WITHIN THE ANNUAL INCENTIVE PROGRAM, EXECUTIVES AND SENIOR LEADERS MAY RECEIVE ADDITIONAL INCENTIVE PAY TO REWARD EXCEPTIONAL INDIVIDUAL PERFORMANCE. FORM 990, PART V, LINE 1A, NUMBER REPORTED IN BOX 3 OF FORM 1096 SENTARA HEALTH, A VIRGINIA NONSTOCK CORPORATION AND THE 501(C)(3) TAX EXEMPT PARENT OF THE SENTARA HEALTH SYSTEM, MAINTAINS AN AGENCY RELATIONSHIP WITH THE ORGANIZATION AND ISSUES 1099S ON ITS BEHALF. THE NUMBER REPORTED IS A BEST ESTIMATE OF THE 1099S ATTRIBUTABLE TO THE ORGANIZATION. THE EXACT NUMBER CANNOT BE DETERMINED; AS SOME OF THE 1099S ISSUED BY THE AGENT ARE ATTRIBUTABLE TO MORE THAN ONE ENTITY, AND THERE IS NO REPORTING MECHANISM TO DETERMINE 1099'S ATTRIBUTABLE SOLELY TO THE ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 2 THE ORGANIZATION'S OFFICERS AND DIRECTORS SERVED TOGETHER ON THE BOARDS OF OTHER ORGANIZATIONS WITHIN THE SENTARA HEALTH SYSTEM ("THE SYSTEM"), AS WELL AS JOINT VENTURES IN WHICH THE SYSTEM HAD AN OWNERSHIP INTEREST. SEE SCHEDULE R FOR A LISTING OF SUCH ENTITIES. FORM 990, PART VI, SECTION A, LINE 3 THE ORGANIZATION HAD AN ADMINISTRATIVE SERVICES AGREEMENT ("ASA") WITH SENTARA HEALTH ADMINISTRATION, INC. FORMERLY SENTARA HEALTH PLANS, INC., A RELATED ORGANIZATION. UNDER THE ASA, THE ORGANIZATION DELEGATED MANAGEMENT DUTIES SUCH AS PLANNING AND EXECUTING BUDGETS AND FINANCIAL OPERATIONS AND SUPERVISING EXEMPT OPERATIONS TO SENTARA HEALTH ADMINISTRATION, INC. ALL PERSONS LISTED AS FORMER KEY AND HIGHEST COMPENSATED EMPLOYEES IN CORE PART VII SECTION A RECEIVED COMPENSATION FROM SENTARA HEALTH ADMINISTRATION, INC. OFFICERS DENNIS MATHEIS AND JEFF SNYDER ALSO RECEIVED COMPENSATION FROM SENTARA HEALTH ADMINISTRATION, INC. SEE CORE PART VII SECTION A COLUMNS (E) AND (F) FOR REPORTABLE AND OTHER COMPENSATION PAID BY SENTARA HEALTH ADMINISTRATION, INC. FORM 990, PART VI, SECTION A, LINE 4 THE ORGANIZATION'S STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 7, 2020, WAS TERMINATED AS OF SEPTEMBER 30, 2022 WHEN SENTARA HEALTH BECAME THE ORGANIZATION'S SOLE SHAREHOLDER. THERE WERE NO ADDITIONAL CHANGES TO THE ORGANIZATION'S GOVERNING DOCUMENTS. FORM 990, PART VI, SECTION A, LINE 6 EFFECTIVE 10/1/2022, THE ORGANIZATION'S SOLE SHAREHOLDER IS SENTARA HEALTH, A VIRGINIA NONSTOCK CORPORATION AND THE 501(C)(3) TAX EXEMPT PARENT OF THE SENTARA HEALTH SYSTEM. SENTARA HEALTH HAS THE RIGHT TO DESIGNATE TEN DIRECTORS. THE ORGANIZATION HAD TWO SHAREHOLDERS WITH THE RIGHT TO DESIGNATE THE DIRECTORS OF ITS BOARD: SENTARA HEALTH, A VIRGINIA NONSTOCK CORPORATION AND THE 501(C)(3) TAX EXEMPT PARENT OF THE SENTARA HEALTH SYSTEM, AND VCU HEALTH SYSTEM AUTHORITY, A PUBLIC BODY CORPORATE, PUBLIC INSTRUMENTALITY AND SUBDIVISION OF THE COMMONWEALTH OF VIRGINIA. SENTARA HEALTH HAD THE RIGHT TO DESIGNATE EIGHT DIRECTORS AND VCU HEALTH SYSTEM AUTHORITY HAD THE RIGHT TO DESIGNATE TWO DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7A AS DESCRIBED ABOVE, EFFECTIVE 10/1/2022, SENTARA HEALTH HAS THE RIGHT TO DESIGNATE DIRECTORS OF THE BOARD. PRIOR TO 10/1/2022, SENTARA HEALTH AND VCU HEALTH SYSTEM AUTHORITY HAD THE RIGHT TO DESIGNATE DIRECTORS OF THE BOARD. FORM 990, PART VI, SECTION A, LINE 7B SENTARA HEALTH, THE SOLE SHAREHOLDER, HAS THE RIGHT TO VOTE ON CORPORATE MATTERS. FORM 990, PART VI, SECTION B, LINE 11B A COPY OF THE ORGANIZATION'S FINAL FORM 990, AS ULTIMATELY FILED WITH THE IRS, WAS PROVIDED TO EACH VOTING MEMBER OF SENTARA HEALTH'S GOVERNING BODY BEFORE BEING FILED. SENTARA HEALTH IS A VIRGINIA NONSTOCK CORPORATION AND THE 501(C)(3) TAX EXEMPT PARENT OF THE SENTARA HEALTH SYSTEM ("THE SYSTEM".) THE ORGANIZATION USED THE SYSTEM'S IN-HOUSE TAX DEPARTMENT, HEADED BY A LICENSED CERTIFIED PUBLIC ACCOUNTANT, TO BOTH PREPARE AND REVIEW ITS FORM 990. DURING THE PREPARATION AND REVIEW PROCESS, THE TAX DEPARTMENT WORKED CLOSELY WITH OTHER SYSTEM DEPARTMENTS, SUCH AS LEGAL, COMPENSATION AND BENEFITS, COMPLIANCE, FINANCE, AND MARKETING, TO ENSURE THAT A COMPLETE AND ACCURATE RETURN WAS FILED. FORM 990, PART VI, SECTION B, LINE 12C DIRECTORS, BOARD-NOMINATED OFFICERS, AND KEY EMPLOYEES ARE REQUESTED TO SUBMIT AN ANNUAL CONFLICT OF INTEREST QUESTIONNAIRE AND CERTIFY TO THE COMPLETION AND ACCURACY OF THE INFORMATION DISCLOSED. ADDITIONALLY, EACH ORGANIZATION'S GOVERNING BOARD OR APPROPRIATE BODY MONITORS TRANSACTIONS INVOLVING DISCLOSED POTENTIAL CONFLICTS OF INTEREST. FORM 990, PART VI, SECTION B, LINE 15 AS PART OF THE SENTARA HEALTH SYSTEM ("THE SYSTEM"), THE ORGANIZATION FOLLOWED PROCESSES AND PROCEDURES SET FORTH IN ITS GOVERNING DOCUMENTS TO ENSURE COMPLIANCE WITH ITS OBLIGATIONS AS A 501(C)(3) HEALTHCARE ORGANIZATION TO PAY DISQUALIFIED PERSONS' REASONABLE COMPENSATION. SUCH PROCESSES AND PROCEDURES ARE INTENDED TO ESTABLISH THE REBUTTABLE PRESUMPTION OF REASONABLENESS UNDER THE INTERNAL REVENUE CODE SECTION 4958 REGULATIONS. THE COMPENSATION PHILOSOPHY OF THE SYSTEM AS A WHOLE IS TO BASE OVERALL COMPENSATION AND BENEFITS FOR EXECUTIVES ON NOT-FOR-PROFIT MARKET COMPARABLES, ADJUSTED AS APPLIED TO EACH EXECUTIVE, TAKING INTO CONSIDERATION THE INDIVIDUAL SKILLS, EXPERIENCE, TENURE AND PERFORMANCE OF THE EXECUTIVE BEING COMPENSATED AND OVERALL PERFORMANCE OF THE ORGANIZATION. IN LINE WITH THIS PHILOSOPHY, THE SYSTEM PERFORMED SUBSTANTIAL DUE DILIGENCE AS TO MARKET COMPARABLES. THE SYSTEM'S COMPENSATION COMMITTEE, WHICH CONSISTS OF SYSTEM BOARD MEMBERS WITHOUT CONFLICTS OF INTEREST, ENGAGED AN OUTSIDE CONSULTANT, WHO REPORTS TO THE COMPENSATION COMMITTEE, TO CONDUCT A STUDY ASSESSING THE COMPETITIVENESS OF TOTAL COMPENSATION (INCLUDING CASH COMPENSATION, BENEFITS AND PERQUISITES) OF ITS SENIOR EXECUTIVES PRIOR TO MAKING DECISIONS REGARDING ANNUAL BASE SALARY ADJUSTMENTS, APPROVING INCENTIVE AWARDS, OR CONSIDERING PROGRAMMATIC CHANGES. THE STUDY COMPARED THE COMPENSATION OF THE SYSTEM'S SENIOR EXECUTIVES TO COMPENSATION DATA FROM MULTIPLE PUBLISHED SURVEY SOURCES BASED ON EACH SENIOR EXECUTIVE'S FUNCTIONAL RESPONSIBILITY. IN CONDUCTING THE STUDY, THE CONSULTANT TARGETED OTHER NOT-FOR-PROFIT HEALTH SYSTEMS OF SIMILAR SIZE BASED ON NET REVENUE AND COMPLEXITY. FOR HEALTH PLAN POSITIONS, HEALTH PLANS WITH SIMILAR PREMIUMS, OR MEMBERS, WERE TARGETED. THE CONSULTANT ALSO CONDUCTS A REVIEW OF THE ORGANIZATION'S PERFORMANCE RELATIVE TO A GROUP OF NOT-FOR-PROFIT HEALTH SYSTEMS OF COMPARABLE SIZE AND SCOPE OF OPERATIONS EVERY YEAR. THE MOST RECENT STUDY COMPARED SENTARA'S PERFORMANCE TO 28 NOT-FOR-PROFIT HEALTHCARE SYSTEMS, AND 36 INDEPENDENT AND INTEGRATED DELIVERY SYSTEM-OWNED HEALTH PLANS THAT ARE COMPARABLE IN SIZE TO SENTARA'S HEALTH PLAN, BASED ON NET REVENUE GROWTH, OPERATING MARGIN, VARIOUS CLINICAL QUALITY METRICS AND PATIENT SATISFACTION. OVERALL, THE CONSULTANT DETERMINED THAT SENTARA'S PAY WAS ALIGNED WITH ITS RELATIVE PERFORMANCE. THE COMPENSATION STUDY WAS PRESENTED TO THE SYSTEM'S COMPENSATION COMMITTEE, WHICH MADE ITS COMPENSATION DECISIONS BASED ON A) ITS REVIEW AND ANALYSIS OF THE PERFORMANCE OF BOTH THE ORGANIZATION AND ITS SENIOR EXECUTIVES AND, B) A REASONABLENESS OF COMPENSATION ANALYSIS AND OPINION FROM AN EXTERNAL EXPERT IN THE COMPENSATION OF EXECUTIVES IN THE TAX-EXEMPT HEALTH CARE FIELD. THE COMMITTEE'S BASES FOR ITS DECISIONS WERE DOCUMENTED IN COMMITTEE MINUTES TAKEN DURING THE MEETING AND THEN CIRCULATED FOR REVIEW AND APPROVAL. ALL DECISIONS REGARDING COMPENSATION WERE MADE BY THE COMMITTEE, WHICH CONSISTS OF SYSTEM BOARD MEMBERS WITHOUT CONFLICTS OF INTEREST. THIS PROCESS WAS USED TO ESTABLISH COMPENSATION FOR THE ORGANIZATION'S PRESIDENT, WHO ALSO SERVED AS PRESIDENT AND CEO OF THE SYSTEM. THE PROCESS WAS LAST UNDERTAKEN DURING THE CURRENT TAX YEAR FOR THE POSITIONS LISTED. FORM 990, PART VI, SECTION C, LINE 19 THE CONSOLIDATED FINANCIAL STATEMENTS FOR SENTARA HEALTH AND SUBSIDIARIES WERE MADE PUBLICLY AVAILABLE THROUGH THE USE OF DAC BOND (DISCLOSURE DISSEMINATION AGENT) AND CAN BE FOUND ON THE INTERNET AT WWW.DACBOND.COM. THE ORGANIZATION'S GOVERNING DOCUMENTS AND CONFLICTS OF INTEREST POLICY ARE GENERALLY NOT MADE AVAILABLE TO THE PUBLIC. FORM 990, PART VI, LINE 1B, BOARD MEMBER INDEPENDENCE EFFECTIVE 10/1/2022, THE ORGANIZATION'S BOARD OF DIRECTORS IS ELECTED ANNUALLY BY ITS SHAREHOLDER, SENTARA HEALTH, A VIRGINIA NONSTOCK CORPORATION, 501(C)(3) TAX EXEMPT PARENT OF THE SENTARA HEALTH SYSTEM, AND SOLE SHAREHOLDER OF THE ORGANIZATION. THE GOVERNING BOARD OF SENTARA HEALTH IS A COMMUNITY-BASED BOARD COMPRISED OF 16 VOTING MEMBERS, 15 OF WHICH ARE CONSIDERED INDEPENDENT, AS DEFINED IN THE FORM 990 INSTRUCTIONS. PRIOR TO 10/1/2022, THE ORGANIZATION'S BOARD OF DIRECTORS WAS ELECTED ANNUALLY BY ITS SHAREHOLDERS, SENTARA HEALTH, A VIRGINIA NONSTOCK CORPORATION, 501(C)(3) TAX EXEMPT PARENT OF THE SENTARA HEALTH SYSTEM, AND MAJORITY SHAREHOLDER OF THE ORGANIZATION; AND VCU HEALTH SYSTEM AUTHORITY, A PUBLIC BODY CORPORATE, PUBLIC INSTRUMENTALITY AND SUBDIVISION OF THE COMMONWEALTH OF VIRGINIA. FORM 990, PART XI, LINE 9: DISTRIBUTIONS TO SHAREHOLDERS -93,000,000. 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