2023-11-13T21:34:30-06:00 2022-12-31 ERNST & YOUNG US LLP 1 MANHATTAN WEST NEW YORK NY 10001 990 2022-01-01 815178969 TJA ORTHOPEDIC SURGERY PC % RICHARD CROWLEY TJAO 2126061000 535 EAST 70TH STREET NEW YORK NY 10021 RICHARD CROWLEY SECRETARY 2126061224 2023-11-13 RICHARD CROWLEY 999009999 2 2022 2023-04-26 12:10:37Z HSS ORTHOPEDICS STAMFORD Richard Crowley 535 EAST 70TH STREET NEW YORK NY 10021 12033102 false X N/A X 2016 NY TO ENGAGE IN THE PROFESSION OF MEDICINE AND TO OPERATE EXCLUSIVELY FOR CHARITABLE PURPOSES IN AFFILIATION WITH Hospital for Special Surgery ("HSS"). 1 0 0 0 0 0 0 0 10713113 12033102 0 0 0 0 10713113 12033102 0 0 0 0 10860247 11268910 0 0 0 3793866 4257192 14654113 15526102 -3941000 -3493000 0 0 15069058 18562058 -15069058 -18562058 TO ENGAGE IN THE PROFESSION OF MEDICINE AND TO OPERATE EXCLUSIVELY FOR CHARITABLE PURPOSES IN AFFILIATION WITH HOSPITAL FOR SPECIAL SURGERY ("HSS"). false false 15104590 0 12033102 TJA Orthopedic Surgery, P.C. ("TJA") has been formed to engage in the profession of medicine and to operate exclusively for charitable purposes in affiliation with Hospital for Special Surgery ("HSS"). TJA provides physician services to the public through employed and contracting physicians affiliated with HSS. TJA is a participant in a comprehensive collaboration between Stamford Hospital, a tax exempt hospital located in Stamford, Connecticut, and HSS, to create an orthopedic center of excellence. TJA provides the services of its physicians to patients at Stamford inpatient and outpatient facilities that are part of the collaboration. 15104590 true false false false false false false false false false false false false 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 true true true false false true 0 0 0 false false false false false false false false false false false false X 1 0 false false false false true true true true true false false true true true true true true false false false X RICHARD CROWLEY 2126061224 535 EAST 70TH STREET NEW YORK NY 10021 BRYAN T KELLY DIRECTOR, PRESIDENT, TREASURER 0.5 75.34 X X 0 5436047 82863 SAMUEL TAYLOR ASSISTANT ATTENDING PHYSICIAN 15.0 35.0 X 534069 1246163 73395 SCOTT WOLFE ATTENDING PHYSICIAN 5.5 53.47 X 167448 1354809 72084 THEODORE BLAINE ASSISTANT ATTENDING PHYSICIAN 41.0 9.0 X 1147772 251950 71333 STEVEN J MCANANY ASSISTANT ATTENDING PHYSICIAN 43.0 7.0 X 1019685 165995 64645 CHARLES CORNELL ATTENDING PHYSICIAN 26.5 23.5 X 592498 525923 82347 RICHARD CROWLEY SECRETARY 0.5 59.5 X 0 947052 67878 TODD J ALBERT MD FMR DIRECTOR, PRESIDENT, TREAS 0.0 12.72 X 0 152983 61554 3461472 10080922 576099 15 true true false EPIC SYSTEMS CORP PO BOX 88314 MILWAUKEE WI 53288 EHR SYSTEM SVCS 396700 1 0 NET PATIENT SERVICE REVENUE 622110 12033102 12033102 12033102 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 12033102 12033102 0 0 0 0 0 0 0 0 9609260 9609260 406373 406373 852647 852647 400630 400630 0 21412 21412 6719 6719 0 0 0 904069 904069 0 15036 15036 0 0 1411292 1411292 68352 68352 0 0 0 0 0 738713 738713 INTERCOMP PURCHASED SERVICES 378345 0 378345 MEDICAL/SURGICAL SUPPLIES 337739 337739 0 CORNELL TAX 112548 112548 0 TEMP SERVICES 59592 59592 0 203375 203375 15526102 15104590 421512 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 15069058 18562058 15069058 18562058 X -15069058 -18562058 0 0 -15069058 -18562058 0 0 -3493000 X false true X true false X 0 0 0 0 0 0 5251196 6115166 7904586 10713113 12033102 42017163 0 0 0 5251196 6115166 7904586 10713113 12033102 42017163 0 0 0 0 0 0 0 0 0 0 0 0 0 42017163 0 0 0 0 0 5251196 6115166 7904586 10713113 12033102 42017163 1.00000 1.00000 0.00000 0.00000 X 0 DUE TO AFFILIATES 18562058 18562058 false false false false true false true false false TODD J ALBERT MD FMR DIRECTOR, PRESIDENT, TREAS 0 131651 0 0 0 21332 0 13096 0 48458 0 214537 0 0 RICHARD CROWLEY SECRETARY 0 710383 0 205952 0 30717 0 27450 0 40428 0 1014930 0 0 CHARLES CORNELL ATTENDING PHYSICIAN 475018 421242 0 0 117480 104681 14548 12901 29096 25802 636142 564626 0 0 SAMUEL TAYLOR ASSISTANT ATTENDING PHYSICIAN 175641 409830 0 0 358428 836333 8235 19215 13784 32161 556088 1297539 0 0 SCOTT WOLFE ATTENDING PHYSICIAN 50659 409877 0 0 116789 944932 3019 24430 4910 39725 175377 1418964 0 0 THEODORE BLAINE ASSISTANT ATTENDING PHYSICIAN 394039 86496 0 0 753733 165454 18758 4118 39735 8722 1206265 264790 0 0 STEVEN J MCANANY ASSISTANT ATTENDING PHYSICIAN 360155 58630 0 0 659530 107365 19672 3202 35923 5848 1075280 175045 0 0 BRYAN T KELLY DIRECTOR, PRESIDENT, TREASURER 0 2558035 0 485000 0 2393012 0 27450 0 55413 0 5518910 0 0 Schedule J, Part I, Line 3 RELATED ORGANIZATION, HOSPITAL FOR SPECIAL SURGERY(HSS), IS COMMITTED TO ENSURING THAT ITS EXECUTIVE COMPENSATION PROGRAM ADHERES TO THE HIGHEST STANDARDS OF REGULATORY COMPLIANCE AND BEST CORPORATE GOVERNANCE. THE HSS BOARD HAS CHARGED THE COMPENSATION COMMITTEE (WHICH IS COMPOSED OF INDEPENDENT BOARD MEMBERS WITH NO CONFLICTS OF INTEREST IN REGARD TO EXECUTIVE COMPENSATION) WITH MAKING ALL DECISIONS RELATED TO COMPENSATION FOR OFFICERS AND KEY EMPLOYEES. THE COMMITTEE RETAINS AN INDEPENDENT COMPENSATION CONSULTANT TO ASSIST IT IN THIS PROCESS. COMPENSATION LEVELS ARE ESTABLISHED CONSIDERING DATA FOR FUNCTIONALLY COMPARABLE ROLES IN COMPARABLE ORGANIZATIONS, AN ASSESSMENT OF PERFORMANCE, AND OTHER BUSINESS JUDGMENT FACTORS, CONSISTENT WITH HSS EXECUTIVE COMPENSATION PHILOSOPHY. THE COMMITTEE'S DECISIONS ARE MADE IN THE BEST INTERESTS OF HSS, AND ARE INTENDED TO ENSURE THE RECRUITMENT AND RETENTION OF KEY EXECUTIVE TALENT, CONSISTENT WITH THE MARKET PRACTICES OF OTHER NOT-FOR-PROFIT HEALTH CARE ORGANIZATIONS OF COMPARABLE MISSION AND COMPLEXITY, CONSIDERING BOTH LOCAL AND NATIONAL MARKET CHALLENGES IN SUCH REGARD. ON AN ANNUAL BASIS (INCLUDING 2022), THE COMMITTEE PROVIDES THE FULL BOARD WITH AN OVERVIEW OF ITS DETERMINATIONS AND PROCESS. HSS ESTABLISHED THIS PROCESS IN AN EFFORT TO COMPLY WITH THE INTERMEDIATE SANCTIONS GUIDELINES FOR QUALIFYING FOR THE REBUTTABLE PRESUMPTION OF REASONABLENESS, AS WELL AS BEST CORPORATE GOVERNANCE PRACTICES IN ENSURING THE TRANSPARENCY OF THE EXECUTIVE COMPENSATION DECISION MAKING PROCESS WITH THE BOARD. Schedule J, Part I, Line 5B Certain employed physicians listed on Part VII, Section A, Line 1A receive compensation in part, based on professional service revenue generated from services they personally performed in their individual practices. In 2022, no physician was paid compensation contingent upon the organization's overall revenue or net earnings. Schedule J, Part I, Line 6B Performance based incentive awards are paid to officers and key employees based on a number of important quality, satisfaction, efficiency, and financial measures, of which achieving budget is a factor. FORM 990, PART VI, SECTION A - LINE 6 & 7A/B, STOCKHOLDER TJA Orthopedic Surgery, P.C. is a professional service corporation with a single stockholder. TODD ALBERT IS THE SOLE SHAREHOLDER AND SOLE DIRECTOR OF TJA ORTHOPEDIC SURGERY, P.C. Under its Bylaws, the stockholder elects the governing body (i.e., the Board of Directors) at each annual meeting of the stockholders. Under an agreement between the sole stockholder and Hospital for Special Surgery (HSS), only the stockholder and a nominee of HSS may serve as a Director or an officer of the corporation. The Bylaws prohibit certain conduct that would otherwise be within the authority of the corporation and its Board of Directors, and the bylaws may not be amended except with the consent of HSS. Such prohibited conduct includes, for example, the following: the corporation may not engage in conduct that is not permitted by a corporation exempt from federal income tax under Section 501(c)(3) of the IRC or a corporation to which contributions are deductible under Section 170(c)(2) of the IRC; no part of the net earnings or assets of the Corporation may inure to benefit of or be distributed to its stockholders, directors, officers or other private persons, except that reasonable compensation for services is permitted; and the corporation may not engage in lobbying efforts or intervene in any political campaign. FORM 990, PART VI, SECTION B - LINE 11B The Form 990 is prepared by the management and reviewed by an outside independent accounting firm. PRIOR TO SUBMITTING THE FORM 990 TO THE INTERNAL REVENUE SERVICE (IRS), THERE IS AN ESTABLISHED PROCESS FOR REVIEW OF THE DOCUMENT IN ITS ENTIRETY BY THE GOVERNING BODY WHOSE EVALUATIONS ARE MADE IN THE BEST INTEREST OF HSS. THE FORM 990 IS FIRST REVIEWED WITH THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD OF TRUSTEES. THE REVIEWED FORM 990 IS THEN SUBMITTED TO THE FULL BOARD OF TRUSTEES. THE TRUSTEES ARE PROVIDED A COPY OF THE FORM 990 PRIOR TO SUBMISSION OF THE FORM. IN ADDITION, SIGNIFICANT AREAS OF FORM 990 ARE DISCUSSED AT A BOARD OF TRUSTEES MEETING. FORM 990, PART VI, SECTION B - LINE 12C, CONFLICT OF INTEREST POLICY TJA Orthopedic Surgery, P.C. has adopted the Hospital for Special Surgery's (HSS') Policies on Conflicts of Interest, and its officers, directors, and key employees are required to disclose to HSS annually interests that could give rise to conflicts. The process followed to monitor and enforce compliance is specified under the policy and is conducted by HSS on behalf of TJA Orthopedic Surgery, P.C. ON AN ANNUAL BASIS, INTEREST DISCLOSURE STATEMENTS ARE SENT TO ALL BOARD MEMBERS, OFFICERS, MEDICAL STAFF, MANAGEMENT, FELLOWS, RESIDENTS, RESEARCH PROFESSIONAL STAFF, IRB MEMBERS, AND OTHER DESIGNATED GROUPS. OUR CONFLICT OF INTEREST AND COMMITMENT POLICY ALSO REQUIRES THAT ANY COVERED PERSON, INCLUDING MEMBERS OF THE HSS MEDICAL STAFF MUST PROVIDE PRIOR NOTICE TO COMPLIANCE BEFORE BEGINNING ANY ACTIVITY OR SIGNIFICANTLY MODIFYING THE TERMS OF ANY EXISTING OUTSIDE PROFESSIONAL ACTIVITY, WHERE THE COVERED PERSON HAS A FINANCIAL INTEREST VALUED IN EXCESS OF $5,000 OR EQUITY INTERESTS OF INDETERMINATE VALUE. DISCLOSURES MAY BE MADE THROUGH HSS' ONLINE REPORTING PLATFORM, MYDISCLOSURES OR DIRECTLY TO COMPLIANCE. THE REPORTED INTERESTS ARE REVIEWED BY THE EXECUTIVE VICE PRESIDENT FOR LEGAL AFFAIRS, THE CHIEF EXECUTIVE OFFICER, AND THE AUDIT AND CORPORATE COMPLIANCE COMMITTEE OF THE BOARD OF TRUSTEES. SUMMARY INFORMATION IS PROVIDED TO SERVICE CHIEFS, AS REQUESTED, SO THAT THEY ARE AWARE OF THE FINANCIAL INTERESTS OF THE MEDICAL STAFF WITHIN THEIR SPECIALTY. IN ADDITION TO SENDING DISCLOSURE STATEMENTS DIRECTLY TO THE GROUP NOTED ABOVE, INDUSTRY WEBSITES ARE MONITORED FOR DISCLOSURES RELATED TO EMPLOYEES OF HSS. THIS INFORMATION IS ENTERED INTO THE DATABASE, AS WELL. HSS HAS A CONFLICT OF INTEREST COMMITTEE THAT MEETS AT LEAST THREE TIMES A YEAR, OR AS NECESSARY AND IS CHARGED WITH ADJUDICATING COMPLEX CONFLICTS OF INTEREST AND COMMITMENT, DEVELOPING AND ADOPTING REASONABLE AND APPROPRIATE CONFLICT MANAGEMENT PLANS AND SERVING AS A POLICY ADVISORY TO THE HSS BOARD OF TRUSTEES AND HSS EXECUTIVE LEADERSHIP. FORM 990, PART VI, SECTION B - LINE 15A & 15B PROCESS FOR DETERMINING COMPENSATION TJA Orthopedic Surgery, P.C. does not directly compensate the CEO, Executive Director or other officers or key employees of TJA Orthopedic Surgery, P.C. Its current director, officers and key employees are employed by Hospital for Special Surgery (HSS) and leased to TJA Orthopedic Surgery, P.C. The compensation of these individuals is determined in accordance with HSS' compensation program, which utilizes procedures intended to satisfy the rebuttable presumption of reasonableness under Section 4958 of the IRC, and in connection with physicians is determined by HSS and validated as reasonable and fair market value. Form 990, Part VI, SECTION B - LINE 19 DISCLOSURE GOVERNING DOCUMENTS TJA ORTHOPEDIC SURGERY, P.C. MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE TO THE GENERAL PUBLIC UPON REQUEST FROM THE OFFICE OF LEGAL AFFAIRS OF HOSPITAL FOR SPECIAL SURGERY. 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