2023-11-10T23:39:36+00:00 2022-12-31 346565596 ERNST & YOUNG US LLP 2323 VICTORY AVENUE DALLAS TX 75219 990 2022-01-01 463766901 Banner-University Family Care BANN 6027474000 2901 N CENTRAL AVE 160 PHOENIX AZ 85012 JAMES STRINGHAM DIRECTOR/VICE PRESIDENT/CEO 6027474000 2023-11-11 true CHARLES LEHN 999009999 true Patrick Shields P01508556 2149698000 2023-11-10 2022 2023-04-26 12:10:37Z JAMES STRINGHAM 2901 N CENTRAL AVE 160 PHOENIX AZ 85012 1802728081 false X WWW.BANNERUFC.COM X 2013 AZ MANAGE AND COORDINATE THE DELIVERY OF QUALITY HEALTH CARE SERVICES TO ENROLLEES UNDER A CONTRACT WITH THE ARIZONA HEALTH CARE COST CONTAINMENT SYSTEM IN ARIZONA. 6 1 0 0 0 0 0 0 1606470464 1792205327 128220 10522754 0 0 1606598684 1802728081 0 0 0 38098324 75342687 0 0 0 1502688097 1657881877 1540786421 1733224564 65812263 69503517 561977146 888861967 398558469 655939773 163418677 232922194 BUFC SERVES A DIVERSE POPULATON AT ANY STAGE OF LIFE, CONCERNED FOR THE HEALTH AND WELLBEING OF THEIR FAMILIES, LOVED ONES AND THEMSELVES. BUFC CREATES THE BEST EXPERIENCE EVER THROUGH CARE AND COVERAGE. ROOTED IN THE COMMUNITIES BUFC SERVCES; WE MAKE HEALTH EASIER, SO LIFE CAN BE BETTER. false false 1556157578 0 1792205327 BUFC COORDINATES THE DELIVERY OF HEALTH CARE TO ENROLLEES UNDER A CONTRACT WITH THE ARIZONA HEALTH CARE COST CONTAINMENT SYSTEM IN VARIOUS COUNTIES IN SOUTHERN ARIZONA. IN ADDITION TO BENEFITING ENROLLEES, BUFC BENEFITS THE COMMUNITY AS A WHOLE BY PROMOTING THE HEALTH OF MEDICAID BENEFICIARIES. 1556157578 true false false false false false false false false false false false false true true true 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 X 3519 0 true 0 false false false false false false false false false false false false X 6 1 false false false false true true true true true false false false true true true true true false false false X PAUL NOLDE-MORRISSEY 6027474000 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 DENNIS LARAWAY DIRECTOR/CHAIRMAN 2.0 50.0 X X 0 2565572 505840 JAMES STRINGHAM Director/Vice President/CEO 20.0 30.0 X X 0 682032 194333 LARRY GOLDBERG DIRECTOR/CO-CHAIRMAN 2.0 42.0 X X 0 967853 8628 CHARLES LEHN DIRECTOR 2.0 46.0 X 0 1050785 326797 JOSHUA LEE MD DIRECTOR 2.0 42.0 X 0 517669 46880 SUZIE HUHN DIRECTOR 2.0 2.0 X 0 0 0 CRYSTAL WAITKUS Secretary/Assistant General Counsel 2.0 40.0 X 0 221212 20562 DONNA SICKLER TREASURER/VP FINANCE 20.0 20.0 X 0 883725 207591 JEAN LANCE SECRETARY 2.0 42.0 X 0 700956 430135 CLINTON CLARKE EXECUTIVE DIRECTOR/CMO 2.0 40.0 X 0 707496 150664 JENNIFER BROOKS VICE PRESIDENT ASO ADMINISTRATOR 35.0 5.0 X 0 339640 31888 LAWRENCE O'CONNOR SR DIR/ALTCS ADMINISTRATOR 35.0 5.0 X 0 238312 19804 NATALYA FAYNBOYM SENIOR DIRECTOR/CMO 2.0 40.0 X 0 483737 35630 SANDRA STEIN SENIOR DIRECTOR/CMO 35.0 5.0 X 0 464197 18763 SARAH SPIEKERMEIER SENIOR DIRECTOR/COO B-UHP 35.0 5.0 X 0 257225 28704 SILVIA PARRA Senior Director, COO PHSO 35.0 5.0 X 0 271920 39340 THERESA DORAZIO HEALTH PLAN COMPLIANCE DIRECTOR 35.0 5.0 X 0 242060 16518 VELEZ GUILLERMO SENIOR DIRECTOR 35.0 5.0 X 0 232864 15651 CORI NORGAARD SENIOR DIRECTOR 35.0 5.0 X 0 354150 39693 MICHAEL BROWN SENIOR MEDICAL DIRECTOR 35.0 5.0 X 0 358194 11808 MICHAEL HURT SENIOR MEDICAL DIRECTOR 35.0 5.0 X 0 321260 40107 PATRICIA IRIS MEDICAL DIRECTOR 35.0 5.0 X 0 320074 20333 VICKI KNIGHT MEDICAL DIRECTOR 35.0 5.0 X 0 337299 27461 KRISTINA CORLETTE FORMER SECRETARY 0.0 40.0 X 0 303330 21158 SUSAN BENEDETTI FORMER ALTCS ADMINISTRATOR 0.0 40.0 X 0 303516 29268 0 13125077 2287557 0 true true false 0 0 HEALTHCARE SERVICES 524114 1792205327 1792205327 0 0 0 0 1792205327 10522754 10522754 0 0 0 0 0 0 0 0 0 1802728081 1792205327 0 10522754 0 0 63678076 63678076 8694 8694 11648403 11648403 7514 7514 2980594 0 2980594 0 6239027 6239027 1986230 1986230 278340 278340 467541 467541 289009 289009 4677912 4677912 674942 674942 850530 850530 MEDICAL CLAIM EXPENSE 1556157578 1556157578 PROVIDER TAX/INCOME TAX 39424595 39424595 CORPORATE ALLOCATIONS 36049001 36049001 COLLECTION FEES 3959791 3959791 3846787 0 3846787 0 1733224564 1556157578 177066986 0 526192700 848384174 0 0 0 0 25091439 40021071 0 0 0 0 0 0 0 0 10693007 456722 0 0 0 0 0 0 0 0 0 0 0 0 561977146 888861967 5873998 21435842 0 0 0 0 0 0 0 0 0 0 0 0 0 0 392684471 634503931 398558469 655939773 X 163418677 232922194 0 0 163418677 232922194 561977146 888861967 69503517 0 X false true X true false X 0 0 834144689 1203700298 1421932217 1606470464 1792205327 6858452995 0 0 834144689 1203700298 1421932217 1606470464 1792205327 6858452995 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 6858452995 2676527 5721189 902860 128220 10522754 19951550 0 2676527 5721189 902860 128220 10522754 19951550 0 0 0 0 0 0 0 836821216 1209421487 1422835077 1606598684 1802728081 6878404545 0.9971 0.9982 0 0.0 X MEDICAL CLAIMS PAYABLE 187523436 DUE TO AFFILIATES 186122295 PAYMENT REFORM/SHARED SAVINGS PLAN 19610024 Prospective Tier Non-Current 149853722 Prospective Tier Reimb Accrual 68394772 OTHER LIABILITIES 22999682 634503931 X 1802728081 0 0 1802728081 0 0 1802728081 1733224564 0 0 1733224564 0 0 1733224564 Schedule D, Part X, Line 2 FIN 48 (ASC 740) footnote BUFC IS A NONPROFIT CORPORATION EXEMPT FROM INCOME TAXES UNDER INTERNAL REVENUE SERVICE CODE SECTION 501(c)(3). BUFC HAS NOT RECORDED ANY EXPENSE OR ACCRUED FOR ANY RELATED EXPENSE FOR ANY UNCERTAIN TAX POSITIONS. false true false false false false false true false LARRY GOLDBERG DIRECTOR/CO-CHAIRMAN 0 155342 0 732542 0 79969 0 6243 0 2385 0 976481 0 365709 DENNIS LARAWAY DIRECTOR/CHAIRMAN 0 973581 0 1388473 0 203518 0 483779 0 22061 0 3071412 0 928746 JAMES STRINGHAM Director/Vice President/CEO 0 408961 0 251906 0 21165 0 165340 0 28993 0 876365 0 58686 JOSHUA LEE MD DIRECTOR 0 362399 0 133119 0 22152 0 32852 0 14028 0 564550 0 0 CHARLES LEHN DIRECTOR 0 508185 0 458448 0 84152 0 301195 0 25602 0 1377582 0 232139 KRISTINA CORLETTE FORMER SECRETARY 0 220424 0 64608 0 18299 0 8357 0 12802 0 324489 0 0 JEAN LANCE SECRETARY 0 428913 0 248463 0 23580 0 407792 0 22343 0 1131091 0 80147 DONNA SICKLER TREASURER/VP FINANCE 0 449785 0 412307 0 21634 0 180187 0 27404 0 1091317 0 82924 CRYSTAL WAITKUS Secretary/Assistant General Counsel 0 169538 0 39577 0 12097 0 6936 0 13626 0 241774 0 0 SUSAN BENEDETTI FORMER ALTCS ADMINISTRATOR 0 224165 0 61023 0 18328 0 7291 0 21977 0 332784 0 0 JENNIFER BROOKS VICE PRESIDENT ASO ADMINISTRATOR 0 233406 0 87891 0 18343 0 4849 0 27039 0 371528 0 5867 CLINTON CLARKE EXECUTIVE DIRECTOR/CMO 0 463798 0 222453 0 21245 0 147811 0 2853 0 858160 0 27162 THERESA DORAZIO HEALTH PLAN COMPLIANCE DIRECTOR 0 182999 0 45703 0 13358 0 6560 0 9958 0 258577 0 0 NATALYA FAYNBOYM SENIOR DIRECTOR/CMO 0 354699 0 94859 0 34180 0 20012 0 15618 0 519367 0 8867 VELEZ GUILLERMO SENIOR DIRECTOR 0 178566 0 41195 0 13103 0 7212 0 8439 0 248515 0 0 LAWRENCE O'CONNOR SR DIR/ALTCS ADMINISTRATOR 0 175708 0 49001 0 13602 0 7269 0 12535 0 258116 0 0 SILVIA PARRA Senior Director, COO PHSO 0 196197 0 59019 0 16705 0 8371 0 30969 0 311261 0 0 SARAH SPIEKERMEIER SENIOR DIRECTOR/COO B-UHP 0 183768 0 60065 0 13393 0 6348 0 22356 0 285929 0 0 SANDRA STEIN SENIOR DIRECTOR/CMO 0 343950 0 98203 0 22044 0 16724 0 2039 0 482960 0 0 MICHAEL BROWN SENIOR MEDICAL DIRECTOR 0 278927 0 60410 0 18857 0 9860 0 1948 0 370002 0 0 MICHAEL HURT SENIOR MEDICAL DIRECTOR 0 256019 0 46211 0 19030 0 8696 0 31411 0 361366 0 0 PATRICIA IRIS MEDICAL DIRECTOR 0 287777 0 31051 0 1246 0 5066 0 15267 0 340407 0 0 VICKI KNIGHT MEDICAL DIRECTOR 0 286836 0 48539 0 1924 0 10805 0 16655 0 364760 0 0 CORI NORGAARD SENIOR DIRECTOR 0 279797 0 55327 0 19026 0 11579 0 28114 0 393843 0 0 Schedule J, Part I, Line 4b Supplemental nonqualified retirement plan EXEC 457(B) - COVERED APPROXIMATELY 423 FORMER AND CURRENT EXECUTIVES. THIS NONQUALIFIED PLAN IS HELD AT FIDELITY INVESTMENTS AND IS 100% VESTED. TAXATION OCCURS UPON DISTRIBUTION. THE ONLY CONTRIBUTIONS ALLOWED ARE EMPLOYER CONTRIBUTIONS. CONTRIBUTIONS ARE CALCULATED BASED ON ACTUARIALLY DETERMINED FACTORS. EMPLOYER CONTRIBUTIONS TO EXEC 457(B) ARE INCLUDED IN SCHEDULE J, PART II, COLUMN (B)(III). EXEC 457(F) - COVERED APPROXIMATELY 109 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) - EARLIER OF AGE 62, 5 YEARS FROM DATE OF DEPOSIT, OR RULE OF 80. 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). 457(F) PAYOUT: CHARLES LEHN $59,936 DENNIS LARAWAY $175,644 LARRY GOLDBERG $78,344 NATALYA FAYNBOYM $13,121 EMPLOYER 457(F) DEPOSIT: CHARLES LEHN $46,524 DENNIS LARAWAY $124,120 DONNA SICKLER $26,016 JAMES STRINGHAM $19,041 JEAN LANCE $20,652 NATALYA FAYNBOYM $7,812 CLINTON CLARKE $26,003 SANDRA STEIN $6,697 Schedule J, Part I, Line 7 Non-fixed payments 1. THE INDIVIDUALS IDENTIFIED BELOW PARTICIPATE IN A LONG-TERM INCENTIVE PLAN (LTIP) COVERING THREE-YEAR CYCLES FROM 2019-2021, 2020-2022, 2021-2023, AND 2022-2024. THE LTIP WAS DESIGNED AT THE INITIATIVE OF THE BANNER BOARD OF DIRECTORS WITH THE ASSISTANCE OF WILLIS TOWERS WATSON, AND ALL COMPONENTS WERE APPROVED BY THE BOARD. THE PLANS' AREAS OF PERFORMANCE TARGETS INCLUDE: Starts Rating improvement, Transform Revenue Cycle ($ improvement), and Build Our Bench to Reflect Communities (VOICE, Minority %, Succession. AWARDS ARE CALCULATED AS A PERCENTAGE OF BASE SALARY ON THE LAST DAY OF THE THREE-YEAR CYCLE, AND PPORTUNITY 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 AVERAGE THREE-YEAR 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 2019-2021 CYCLE ARE REPORTED IN SCHEDULE J, PART II, COLUMN (B) AS BONUS & INCENTIVE COMPENSATION. AMOUNTS ACCRUED FOR 2022 FOR THE 2020-2022, 2021-2023, AND 2022-2024 CYCLES (TO BE PAID OUT IN 2023, 2024 AND 2025 RESPECTIVELY) ARE REPORTED IN SCHEDULE J, PART II, COLUMN (C) AS DEFERRED COMPENSATION. LTIP ACCRUAL: CHARLES LEHN $242,471 DENNIS LARAWAY $347,673 DONNA SICKLER $141,971 JAMES STRINGHAM $137,958 JEAN LANCE $379,831 Clinton Clarke $27,162 LTIP PAY OUT: CHARLES LEHN $172,203 DENNIS LARAWAY $753,102 DONNA SICKLER $82,924 JAMES STRINGHAM $58,686 JEAN LANCE $80,147 LARRY GOLDBERG $287,365 Clinton Clarke $120,413 Jennifer Brooks $5,867 2. BANNER HEALTH HAS A MANAGEMENT INCENTIVE PLAN (MIP) WHICH IS BASED ON COMPANY ACHIEVEMENT 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 2022, THERE WERE 1,420 MIP PARTICIPANTS. THE MIP WAS ACCRUED IN 2022 FOR THE 2022 MIP, AND PAYOUTS ON THE 2021 MIP WERE PAID IN 2022. MIP COMPENSATION IS INCLUDED IN SCHEDULE J, PART II, COLUMN (B)(II). 3. THE FOLLOWING INDIVIDUAL RECEIVED SPECIAL INCENTIVE PAY DURING 2022 (INCLUDED IN SCH J, PART II, COLUMN (B)(II)): DONNA SICKLER $125,000 Schedule J, Part I, Line 3 COMPENSATION OF ORGANIZATION CEO 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. Form 990, Part V, Line 2a EMPLOYEES BUFC DOES NOT HAVE EMPLOYEES, BUT SHARES THE COST OF PERSONNEL, SERVICES, AND EXPENSES WITH BANNER HEALTH (BH), A RELATED TAX-EXEMPT ORGANIZATION. Form 990, Part VI, Line 15a PROCESS FOR DETERMINING COMPENSATION BUFC 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 BH AND ANY OF ITS AFFILIATES AND ALL OTHER PERSONS WHO CONSTITUTE "DISQUALIFIED PERSONS" WITH RESPECT TO UFC 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 BUFC - 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 BH 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 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. AS STATED, 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 BH 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 BH 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 BH TO THE CONSULTANT IN ITS CAPACITY AS AN EXTERNAL COMPENSATION CONSULTANT TO THE COMMITTEE, AND THE AMOUNTS PAID BY BH, 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 HIS 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, 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 COMPENSATION AND BENEFITS DEPARTMENT. THESE RANGES ARE ESTABLISHED IN ACCORDANCE WITH AN EXECUTIVE COMPENSATION PHILOSOPHY THAT IS ESTABLISHED, AND PERIODICALLY 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 COMPENSATION AND BENEFITS 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 2022. Form 990, Part VI, Line 6 Classes of members or stockholders BH AN ARIZONA NONPROFIT CORPORATION, EXEMPT FROM TAX AS AN ENTITY DESCRIBED UNDER SECTION 501(c)(3) OF THE INTERNAL REVENUE CODE, IS THE SOLE MEMBER. Form 990, Part VI, Line 7a Members or stockholders electing members of governing body THE SOLE MEMBER ELECTS THE BOARD OF DIRECTORS. Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders THE SOLE MEMBER RESERVES THE AUTHORITY TO APPROVE DECISIONS REGARDING THE FOLLOWING MATTERS: STRATEGIC PLAN, OPERATING AND CAPITAL BUDGETS, INSURANCE AND RISK MANAGEMENT, STAFFING, COMPENSATION, BENEFIT PLANS, AND ANY OTHER MATERIAL ACTION TAKEN OUTSIDE OF THE NORMAL COURSE OF BUSINESS. Form 990, Part VI, Line 11b Review of form 990 by governing body BH'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 BH 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 AN OUTSIDE ACCOUNTING FIRM TO PREPARE THE FORM 990. BH HAS AUDITED FINANCIAL STATEMENTS PREPARED ANNUALLY BY AN INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM AND USES THIS SAME FIRM TO PREPARE ITS FORM 990 BECAUSE OF ITS EXPERTISE IN NON-PROFIT HOSPITAL SYSTEMS AND ITS SPECIFIC KNOWLEDGE OF BH'S OPERATIONS AND RETURN COMPLEXITY. ONCE THE INFORMATION GATHERING PROCESS IS COMPLETE, A FIRST DRAFT OF THE FORM 990 IS PREPARED by the outside accounting firm 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 BH DEPARTMENTS FOR FURTHER ACTION. ONCE ALL QUESTIONS, ISSUES AND TASKS HAVE BEEN COMPLETED, A SECOND REVIEW BY BH Tax is 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 BH DEPARTMENTS FOR FURTHER ACTION. ONCE THIS SECOND REVIEW PROCESS IS COMPLETED, A FINAL DRAFT OF THE FORM 990 IS PRESENTED TO certain BUFC officers. CHANGES TO THE FORM 990 ARE MADE IF NECESSARY. THE FINAL VERSION OF THE FORM 990 IS SIGNED BY a BUFC OFFICER and the return is made available to the governing body. Form 990, Part VI, Line 12c Conflict of interest policy BUFC HAS ADOPTED THE BH CONFLICT OF INTEREST POLICY. THIS POLICY REQUIRES THE INTERNAL ASSURANCE DEPARTMENT OF BH TO PROVIDE EACH PARTY WITH A DISCLOSURE QUESTIONNAIRE. THE INTERNAL ASSURANCE DEPARTMENT PREPARES A SUMMARY FOR THE TAX DEPARTMENT. THIS SUMMARY IS ALSO PRESENTED TO THE AUDIT COMMITTEE. THE TAX DEPARTMENT PREPARES ANY REQUIRED FORM 990 DISCLOSURES. PURSUANT TO BH'S CONFLICT OF INTEREST POLICY, ALL BOARD MEMBERS, OFFICERS AND THE DIRECTOR OF INTERNAL ASSURANCE MUST DISCLOSE THE EXISTENCE OF ANY FINANCIAL INTEREST 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. 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 true BANNER HEALTH FOUNDATION 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 942545356 SUPPORT AZ 501(c)(3) 7 BANNER HEALTH true BANNER MEDICAL GROUP 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 900532830 MEDICAL SERVICES AZ 501(c)(3) 3 BANNER HEALTH true BANNER MEDICAL GROUP COLORADO 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 900532831 MEDICAL SERVICES CO 501(c)(3) 3 BANNER HEALTH true BANNER UNIVERSITY MEDICAL GROUP 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 942958258 MEDICAL SERVICES AZ 501(c)(3) 3 BANNER HEALTH true BANNER-UNIVERSITY CARE ADVANTAGE 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 463757358 HEALTH INSURANCE AZ 501(c)(3) 10 BANNER HEALTH true BANNER HEALTH INSURANCE GROUP INC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 843248878 HEALTH INSURANCE AZ 501(c)(4) BANNER HEALTH true BANNER HEALTH PLAN INC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 843237280 HEALTH INSURANCE AZ 501(c)(4) BANNER HEALTH true WYOMING MEDICAL CENTER 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 830279242 HOSPITAL WY 501(c)(3) 3 BANNER HEALTH true 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 BANNER HEALTH NETWORK 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 900750689 ACCOUNTABLE CARE AZ NA C Corporation true BANNER INDEMNITY LTD PO BOX 1051 GRAND CAYMAN CJ 450233470 INVESTMENTS CJ NA C Corporation true BANNER PLAN ADMINISTRATION INC 445 W 5TH PLACE SUITE 101 MESA AZ 85201 860800246 THIRD PARTY ADMINISTRATION AZ NA C Corporation true NMSI INC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 742354291 PPO INSURANCE PROVIDER CO NA C Corporation true false false false false false false false false false false false false true true true true false true false