2023-11-08T13:49:49-06:00 2022-12-31 920460586 PWC US TAX LLP 76 S LAURA STREET SUITE 2100 JACKSONVILLE FL 32202 990 2022-01-01 592317607 SANTAFE HEALTHCARE INC SANT 3523895510 PO BOX 749 GAINESVILLE FL 326270749 LAWRENCE G SCHREIBER PRESIDENT & CEO 3523895510 2023-11-08 1 LAWRENCE SCHREIBER 999009999 0 NADER FARHAT P01004599 9043540671 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z LAWRENCE G SCHREIBER PO BOX 749 GAINESVILLE FL 326270749 65211526 0 X WWW.SANTAFEHEALTHCAREFL.ORG X 1982 FL TO IMPROVE THE HEALTH AND WELL-BEING OF PEOPLE IN THE COMMUNITIES WE SERVE. 10 9 54 0 0 0 0 0 16292622 23340720 560444 22736165 0 0 16853066 46076885 0 0 0 0 16336579 35270319 0 0 0 14231784 1781797 30568363 37052116 -13715297 9024769 36635812 51256002 47288273 49322818 -10652461 1933184 X THE MISSION OF SANTAFE HEALTHCARE, INC. IS TO SERVE AS THE NOT-FOR-PROFIT SYSTEM PARENT FOR ITS FAMILY OF NOT-FOR-PROFIT, MISSION-DRIVEN, AFFILIATE ORGANIZATIONS. SEE SCHEDULE O FOR CONTINUATION OF THE ORGANIZATION'S MISSION.(CONTINUED FROM PAGE 2, PART III) SANTAFE HEALTHCARE, INC. DELIVERS ITS MISSION BY PROVIDING FINANCIAL MANAGEMENT AND OVERSIGHT, AND STRATEGIC MANAGEMENT AND EXPERTISE TO ITS AFFILIATES, WHILE PROMOTING THE EFFECTIVE PROVISION OF HEALTHCARE, HOSPICE AND PALLIATIVE CARE, AND SENIOR HOUSING AND RELATED SERVICES THROUGH ITS AFFILATES. THIS MISSION IS GOVERNED THROUGH A LOCAL, COMMUNITY-BASED BOARD WHICH PROVIDES STRATEGIC DIRECTION AND VALUES-BASED OVERSIGHT AND SUPPORT. 0 0 7993444 23340720 SANTAFE HEALTHCARE, INC. PROVIDED GOVERNANCE AND OVERSIGHT TO THE FOLLOWING AFFILIATED CHARITABLE, TAX-EXEMPT AND NOT-FOR-PROFIT ORGANIZATIONS: NORTH CENTRAL FLORIDA HOSPICE, INC.; SANTAFE SENIOR LIVING, INC.; NORTH FLORIDA RETIREMENT VILLAGE, INC.; BVG ACQUISITION, INC.; BONITA SPRINGS RETIREMENT VILLAGE, INC.; EAST RIDGE RETIREMENT VILLAGE, INC.; SANTAFE SENIOR LIVING FOUNDATION, INC.; AVMED, INC.; SF HOLDING CORP., INC.; HAVEN FOUNDATION, INC.; AND HFK CARE CORPORATION. TOTAL PROGRAM SERVICES EXPENSES FOR THESE AFFILIATED ORGANIZATIONS REPRESENTED APPROXIMATELY $1.1 BILLION IN 2022. 7993444 1 0 0 1 0 0 0 0 0 0 1 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 1 0 1 81 0 1 54 1 0 0 0 0 0 0 0 0 0 0 1 0 X 10 9 0 0 1 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 X RANDALL L STUART INTERIM CFO 3523895510 4300 NW 89TH BLVD GAINESVILLE FL 326065688 X LAWRENCE G SCHREIBER PRESIDENT/CEO/DIRECTOR 6.00 54.00 X X 2028776 0 5352045 JAMES M REPP PRESIDENT/COO-AVMED 0.00 60.00 X 1406629 0 201983 STEVEN M ZIEGLER SR VP LEGAL & COMPLIANCE/ASST SEC. 6.00 54.00 X 650123 0 881793 RANDALL L STUART SR VP/CFO/ASST TREAS. (THRU 3/31/22) 3.00 57.00 X 904878 0 44161 PAULINE E TAYLOR PRESIDENT-HAVEN HOSPICE & FOUNDATION 0.00 60.00 X 534506 0 88846 PHILIP G BOWLING SR VP/CFO/ASST TREASURER 3.00 57.00 X 511203 0 97315 C ASHLEY ALLEN SR VP CHIEF MARKETING OFFICER-AVMED 0.00 50.00 X 485634 0 113059 FRANK IZQUIERDO SR VP PROVIDER SOLUTIONS-AVMED 0.00 50.00 X 458804 0 127330 CHRISTINE M SHIPLEY SR VP CHIEF PEOPLE OFFICER-AVMED 5.00 45.00 X 480727 0 101151 ERIC D JOHNSON PHD SR VP CHIEF ACTUARY, CIO-AVMED 0.00 50.00 X 461306 0 119633 SHIRLEY CODADA MD CHIEF MEDICAL OFFICER-HAVEN HOSPICE 0.00 50.00 X 404696 0 42413 PAUL AITKEN MD SR VP/CHIEF MEDICAL OFFICER-AVMED 0.00 50.00 X 358035 0 79166 ROBERT D BONNELL MD REGIONAL MEDICAL DIRECTOR-AVMED 0.00 40.00 X 380711 0 43074 TIMOTHY MATSUBARA VP FINANCE-AVMED 6.00 34.00 X 362307 0 53463 DULCE M SICLE VP SALES-COMMERCIAL BUSINESS-AVMED 0.00 40.00 X 374594 0 33702 RONALD E JENNETTE PRESIDENT-SFSL 0.00 60.00 X 353438 0 42895 ANDRES GONZALEZ VP DEPUTY GENERAL COUNSEL-AVMED 0.00 40.00 X 335906 0 29051 TROY R HART PRESIDENT-SFSL (THRU 1/15/22) 0.00 60.00 X 187103 0 4218 GLENDA E HOOD CHAIR/DIRECTOR 0.10 2.90 X X 55158 0 0 BENJAMIN I DOERR JR TREASURER/DIRECTOR 0.10 1.40 X X 45596 0 0 JACKSON N SASSER PHD VICE CHAIR/DIRECTOR 0.10 1.40 X X 45269 0 0 JAMES D LEE DIRECTOR 0.10 1.40 X 43469 0 0 PAMELA J MOONEY PHD DIRECTOR 0.10 1.40 X 43142 0 0 KATHERINE L FERNANDEZ SECRETARY/DIRECTOR 0.10 1.40 X X 41996 0 0 KEVIN R MADDRON DIRECTOR 0.10 1.40 X 27780 0 0 GREGORY A HAILE DIRECTOR 0.10 1.40 X 27780 0 0 RITA M BARRETO DIRECTOR 0.10 1.40 X 27780 0 0 GEORGE E FLETCHER DIRECTOR (THRU 3/31/22) 0.10 1.40 X 13890 0 0 ROBERT L EPLING TREASURER/DIRECTOR (THRU 1/31/22) 0.10 1.40 X X 0 0 0 11051236 0 7455298 40 0 1 0 AVMED INC PO BOX 749 GAINESVILLE FL 326270749 ADMINISTRATIVE SERVICES 796425 GREENBERG TRAURIG LLP 8400 NW 36TH ST DORAL FL 33166 LEGAL SERVICES 765938 KEYBANC CAPITAL MARKETS INC 127 PUBLIC SQUARE CLEVELAND OH 44114 CONSULTING SERVICES 310847 WILLIS TOWERS WATSON SOUTHEAST INC 4211 W BOY SCOUT BLVD TAMPA FL 33607 CONSULTING SERVICES 305000 US INSTITUTIONAL CORPORATION 530 MARYVILLE CENTER DR ST LOUIS MO 63141 CONSULTING SERVICES 192861 6 MANAGEMENT FEES 561000 23340720 23340720 23340720 5770 5770 11444742 30420294 12227464 6907177 -782722 23513117 22730395 22730395 46076885 23340720 0 22736165 22523092 5001628 17521464 10408746 1443313 8965433 936549 33625 902924 455827 158655 297172 946105 422302 523803 869261 869261 64351 2448 61903 158275 158275 396075 12905 383170 77729 17307 60422 69784 69784 50178 27000 23178 14967 14967 71359 71359 COMMUNITY SPONSORSHIPS 5000 5000 OTHER EXPENSES 4818 4818 37052116 7993444 29058672 0 2247363 1216750 4918 504004 61050 61550 4956454 138899 904117 4817555 14915623 2414089 18502741 42242054 36635812 51256002 1940755 18079557 45347518 31243261 47288273 49322818 X -10652461 1933184 -10652461 1933184 36635812 51256002 X 9024769 -438180 3999056 X 0 0 0 X X 8 AVMED INC 592742907 10 1 0 0 NORTH CENTRAL FLORIDA HOSPICE INC 592490893 10 1 0 0 NORTH FLORIDA RETIREMENT VILLAGE INC 591912330 10 1 0 0 SANTAFE SENIOR LIVING FOUNDATION INC 264464727 7 1 0 0 BVG ACQUISITION INC 203701186 10 1 0 0 EAST RIDGE RETIREMENT VILLAGE INC 590903331 10 1 0 0 BONITA SPRINGS RETIREMENT VILLAGE INC 262386152 10 1 0 0 HFK CARE CORPORATION 592386289 7 1 0 0 8 0 0 1 0 1 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 SCHEDULE A, PART I, LINE 12G AVMED, INC. IS EXEMPT UNDER SECTION 501(C)(4). SCHEDULE A, PART IV, SECTION A, LINE 3A THIS ITEM IS ANSWERED "YES" BECAUSE AVMED, INC., A 501(C)(4) ENTITY, WAS A SUPPORTED ORGANIZATION OF SANTAFE HEALTHCARE, INC. DURING 2022. ON DECEMBER 31, 2022, SENTARA HEALTHCARE, A VIRGINIA NONSTOCK CORPORATION EXEMPT FROM TAXATION UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE, ACQUIRED CONTROL OF AVMED FROM SANTAFE HEALTHCARE, INC. CONTROL OF AVMED WAS ACQUIRED PURSUANT TO THE TRANSFER OF GOVERNANCE RIGHTS AGREEMENT BETWEEN AVMED, SANTAFE HEALTHCARE, INC., AND SENTARA HEALTHCARE. SCHEDULE A, PART IV, SECTION A, LINE 3B SANTAFE HEALTHCARE, INC. RETAINS ON FILE A COPY OF AVMED, INC.'S IRS DETERMINATION LETTER AND COMPLETES ANNUALLY A PRO FORMA SCHEDULE A, PART III TO ENSURE AVMED, INC. SATISFIES THE PUBLIC SUPPORT TEST UNDER SECTION 509(A)(2). SCHEDULE A, PART IV, SECTION A, LINE 3C SANTAFE HEALTHCARE, INC. DID NOT PROVIDE FINANCIAL SUPPORT TO AVMED, INC. DURING 2022. SANTAFE HEALTHCARE, INC. AND AVMED, INC. SHARED COMMON MANAGEMENT. AS A RESULT, MANAGEMENT ENSURED THE USE OF ANY POTENTIAL FINANCIAL SUPPORT TO AVMED, INC. WAS CONSISTENT WITH THE INTENDED CHARITABLE PURPOSE. SCHEDULE A, PART IV, SECTION A, LINE 5A ON DECEMBER 31, 2022, SENTARA HEALTHCARE, A VIRGINIA NONSTOCK CORPORATION EXEMPT FROM TAXATION UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE, ACQUIRED CONTROL OF AVMED, INC. (59-2742907) FROM SANTAFE HEALTHCARE, INC. CONTROL OF AVMED WAS ACQUIRED PURSUANT TO THE TRANSFER OF GOVERNANCE RIGHTS AGREEMENT BETWEEN AVMED, SANTAFE HEALTHCARE, INC., AND SENTARA HEALTHCARE. THIS ACTION WAS FURTHER ACCOMPLISHED BY AMENDING SANTAFE HEALTHCARE INC.'S GOVERNING DOCUMENTS, INCLUDING THE ARTICLES OF INCORPORATION AND BYLAWS. 0 0 0 0 0 0 0 0 1 49500 49500 0 PART II-B, LINE 1: SANTAFE HEALTHCARE, INC. IS A MEMBER OF THE FLORIDA CHAMBER OF COMMERCE. MEMBERSHIP DUES TO THE CHAMBER OF COMMERCE INCLUDE A PORTION FOR LOBBYING EFFORTS. 2725690 2725690 1926268 1926268 5153 5153 299343 138899 160444 4817555 RECEIVABLE ON SALE OF AVMED 26266033 DUE FROM AFFILIATES 14250408 DEFERRED COMPENSATION ASSETS 1700156 ACCRUED INTEREST RECEIVABLE 20457 OTHER ASSETS 5000 42242054 ACCRUED PENSION LIABILITY 27096873 BENEFITS PAYABLE 2090281 OTHER LIABILITIES 1078089 DUE TO AFFILIATES 978018 31243261 X 1 1 X X X X X 0 1 0 0 0 0 0 0 0 LAWRENCE G SCHREIBER PRESIDENT/CEO/DIRECTOR 1034262 0 723436 0 271078 0 5330295 0 21750 0 7380821 0 92007 0 JAMES M REPP PRESIDENT/COO-AVMED 627724 0 178769 0 600136 0 175223 0 26760 0 1608612 0 383549 0 STEVEN M ZIEGLER SR VP LEGAL & COMPLIANCE/ASST SEC. 412509 0 117256 0 120358 0 853377 0 28416 0 1531916 0 0 0 RANDALL L STUART SR VP/CFO/ASST TREAS. (THRU 3/31/22) 172863 0 145772 0 586243 0 36811 0 7350 0 949039 0 391051 0 PAULINE E TAYLOR PRESIDENT-HAVEN HOSPICE & FOUNDATION 354526 0 164333 0 15647 0 57838 0 31008 0 623352 0 0 0 PHILIP G BOWLING SR VP/CFO/ASST TREASURER 376923 0 0 0 134280 0 77531 0 19784 0 608518 0 0 0 C ASHLEY ALLEN SR VP CHIEF MARKETING OFFICER-AVMED 363339 0 86381 0 35914 0 92485 0 20574 0 598693 0 19617 0 FRANK IZQUIERDO SR VP PROVIDER SOLUTIONS-AVMED 369737 0 65930 0 23137 0 95198 0 32132 0 586134 0 0 0 CHRISTINE M SHIPLEY SR VP CHIEF PEOPLE OFFICER-AVMED 358698 0 90688 0 31341 0 90199 0 10952 0 581878 0 18638 0 ERIC D JOHNSON PHD SR VP CHIEF ACTUARY, CIO-AVMED 374489 0 62818 0 23999 0 93731 0 25902 0 580939 0 15560 0 SHIRLEY CODADA MD CHIEF MEDICAL OFFICER-HAVEN HOSPICE 349536 0 35191 0 19969 0 17981 0 24432 0 447109 0 0 0 PAUL AITKEN MD SR VP/CHIEF MEDICAL OFFICER-AVMED 297809 0 0 0 60226 0 62485 0 16681 0 437201 0 0 0 ROBERT D BONNELL MD REGIONAL MEDICAL DIRECTOR-AVMED 298809 0 49023 0 32879 0 11554 0 31520 0 423785 0 0 0 TIMOTHY MATSUBARA VP FINANCE-AVMED 280857 0 54145 0 27305 0 24655 0 28808 0 415770 0 0 0 DULCE M SICLE VP SALES-COMMERCIAL BUSINESS-AVMED 223139 0 135094 0 16361 0 23455 0 10247 0 408296 0 0 0 RONALD E JENNETTE PRESIDENT-SFSL 306816 0 0 0 46622 0 31079 0 11816 0 396333 0 0 0 ANDRES GONZALEZ VP DEPUTY GENERAL COUNSEL-AVMED 270660 0 42213 0 23033 0 26237 0 2814 0 364957 0 0 0 TROY R HART PRESIDENT-SFSL (THRU 1/15/22) 106331 0 0 0 80772 0 676 0 3542 0 191321 0 36865 0 PART I, LINE 1A TAX GROSS-UP PAYMENTS OCCUR FOR GROUP VARIABLE LIFE INSURANCE PREMIUMS PAID ON BEHALF OF THE LISTED AND OTHER EMPLOYEES. EMPLOYER PAID PREMIUMS ARE DEEMED TO BE TAXABLE COMPENSATION AND ARE GROSSED-UP FOR THE TAX IMPACT PRIOR TO BEING ADDED AS IMPUTED INCOME TO AN EMPLOYEE'S YEAR-END FORM W-2. TAX GROSS-UP PAYMENTS ARE PROVIDED FOR VESTED DISTRIBUTIONS FROM THE DEFINED CONTRIBUTION AND (NOW FROZEN) DEFINED BENEFIT PENSION RESTORATION PLANS. PART I, LINE 3 LAWRENCE G SCHREIBER IS THE PRESIDENT AND CHIEF EXECUTIVE OFFICER (CEO) OF SANTAFE HEALTHCARE, INC. MR. SCHREIBER IS COMPENSATED BY SANTAFE HEALTHCARE, INC. SANTAFE HEALTHCARE, INC. UTILIZES THE FOLLOWING PROCESS TO ESTABLISH THE CEO'S COMPENSATION AND BENEFITS: THE BOARD OF DIRECTORS ANNUALLY RETAINS AN INDEPENDENT THIRD PARTY COMPENSATION AND BENEFITS CONSULTING FIRM (FIRM) TO CONDUCT A MARKET COMPETITIVENESS REVIEW OF THE CEO'S TOTAL DIRECT COMPENSATION (BASE SALARY, ANNUAL INCENTIVES AND LONG TERM INCENTIVES) AND BENEFITS. THE COMPETITIVE ANALYSIS INCLUDES COMPARISON TO SIMILAR POSITIONS IN COMPANIES OF SIMILAR SIZE WITHIN THE SAME OR SIMILAR INDUSTRY. THE FIRM MAKES RECOMMENDATIONS, IF ANY, DIRECTLY TO THE BOARD OF DIRECTORS. THE BOARD OF DIRECTORS ESTABLISHES THE FINAL COMPENSATION AND BENEFIT PACKAGE FOR THE CEO TAKING INTO CONSIDERATION THE MARKET COMPETITIVENESS REVIEW AND FINAL RECOMMENDATION OF THE FIRM. THE FIRM PROVIDES AN OPINION LETTER REGARDING THE REASONABLENESS OF THE FINAL COMPENSATION AND BENEFITS PACKAGE. THE ACTIONS OF THE BOARD ARE DOCUMENTED IN THE MINUTES OF THE BOARD MEETING. PART I, LINE 4B (RELATES TO PART I, LINE 4A): LISTED PERSONS ARE EMPLOYEES OF SANTAFE HEALTHCARE, INC. AND ARE COVERED UNDER A SEVERANCE POLICY. THE SEVERANCE POLICY INCLUDES MONTHLY PAYMENTS UP TO A MAXIMUM OF 12 - 36 MONTHS UNDER QUALIFYING CIRCUMSTANCES DEPENDING ON POSITION. NO ONE LISTED RECEIVED SEVERANCE OR CHANGE OF CONTROL PAYMENTS DURING 2022. PART I, LINE 4B: SANTAFE HEALTHCARE, INC. MAINTAINS TWO ACTIVE NONQUALIFIED RETIREMENT PLANS FOR A CERTAIN GROUP OF EXECUTIVES. ONE PLAN RESTORES RETIREMENT BENEFITS EQUIVALENT TO QUALIFIED 401(K) BENEFITS ON INCOME EARNED IN EXCESS OF THE INTERNAL REVENUE SERVICE CODE SECTION 401(A)(17) RECOGNIZABLE PAY LIMITS (A DEFINED CONTRIBUTION RESTORATION PLAN). VESTING FOR THIS PLAN IS ACHIEVED AT AGE 55 AND 10 YEARS OF SERVICE OR AT AGE 65 AND 5 YEARS OF SERVICE. THE SECOND SUPPLEMENTAL DEFINED CONTRIBUTION PLAN PROVIDES ADDITIONAL RETIREMENT INCOME BASED ON A PERCENTAGE OF BASE SALARY AND VESTS AT THREE AND FIVE YEARS OF SERVICE. LISTED PERSONS VESTED AND RECEIVED PAYMENTS FROM A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN IN 2022 AS FOLLOWS: JAMES M REPP 550,958 RANDALL L STUART 526,840 LAWRENCE G SCHREIBER 117,037 STEVEN M ZIEGLER 98,272 TROY R HART 52,951 CHRISTINE M SHIPLEY 25,304 C ASHLEY ALLEN 24,766 ERIC D JOHNSON PHD 21,258 ROBERT D BONNELL MD 19,032 TIMOTHY MATSUBARA 18,053 ANDRES GONZALEZ 17,757 SCHEDULE J, PART II: CERTAIN SENIOR EXECUTIVES ARE ACCOUNTABLE FOR AND PERFORM SERVICES FOR SANTAFE HEALTHCARE, INC. AND EACH OF ITS AFFILIATES. SANTAFE HEALTHCARE, INC. AND AFFILIATES REPRESENT A DIVERSIFIED FAMILY OF NOT-FOR-PROFIT ORGANIZATIONS. THESE SENIOR EXECUTIVES ARE PAID DIRECTLY BY SANTAFE HEALTHCARE, INC. AND THEIR COMPENSATION AND BENEFITS ARE APPORTIONED AND CHARGED TO THE RESPECTIVE AFFILIATES BASED ON THE ESTIMATED AMOUNT OF TIME SPENT ON EACH AFFILIATE'S ACTIVITIES. SCHEDULE J, PART II, COLUMN C: LAWRENCE G SCHREIBER AND STEVEN M ZIEGLER ARE EMPLOYEES OF SANTAFE HEALTHCARE, INC. AS A RESULT OF THE SALE OF AVMED, INC. AS DESCRIBED IN SCHEDULE O, MR. SCHREIBER AND MR. ZIEGLER EARNED ADDITIONAL COMPENSATION PAYABLE IN 2023 AND 2024, WHICH IS CONTINGENT UPON THEIR EMPLOYMENT BY SANTAFE HEALTHCARE, INC. THE ADDITIONAL COMPENSATION WILL BE PAID ENTIRELY BY SANTAFE HEALTHCARE, INC. AND WILL NOT BE ALLOCATED OR CHARGED TO ITS AFFILIATES. THE ADDITIONAL COMPENSATION IS REPORTED AS DEFERRED IN SCHEDULE J, PART II, COLUMN C FOR MR. SCHREIBER AND MR. ZIEGLER AND TOTALS $5,000,000 AND $841,177, RESPECTIVELY. FORM 990, PART VI, SECTION A, LINE 4 ON DECEMBER 31, 2022, SENTARA HEALTHCARE, A VIRGINIA NONSTOCK CORPORATION EXEMPT FROM TAXATION UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE, ACQUIRED CONTROL OF AVMED FROM SANTAFE HEALTHCARE, INC. CONTROL OF AVMED WAS ACQUIRED PURSUANT TO THE TRANSFER OF GOVERNANCE RIGHTS AGREEMENT BETWEEN AVMED, SANTAFE HEALTHCARE, INC., AND SENTARA HEALTHCARE. SANTAFE HEALTHCARE INC.'S GOVERNING DOCUMENTS, INCLUDING THE ARTICLES OF INCORPORATION AND BYLAWS, WERE AMENDED AND RESTATED TO REMOVE AVMED FROM THE LIST OF ITS SUPPORTED ORGANIZATIONS. FORM 990, PART VI, SECTION B, LINE 11B THE ORGANIZATION USED INHOUSE TAX DEPARTMENT PERSONNEL, WHO ARE LICENSED CERTIFIED PUBLIC ACCOUNTANTS, TO PREPARE AND REVIEW ITS FORM 990. DURING THE PREPARATION AND REVIEW PROCESS, THE TAX DEPARTMENT WORKED CLOSELY WITH OTHER DEPARTMENTS, SUCH AS LEGAL, HUMAN RESOURCES, COMPLIANCE, FINANCE, AND MARKETING, TO ENSURE THAT A COMPLETE AND ACCURATE RETURN WAS FILED. FOLLOWING INTERNAL PREPARATION AND REVIEW, PWC US TAX LLP REVIEWED THE FORM 990. A COPY OF THE ORGANIZATION'S FORM 990, AS ULTIMATELY FILED WITH THE IRS, WAS PROVIDED TO EACH CURRENT MEMBER OF THE BOARD OF DIRECTORS BEFORE SUBMISSION TO THE IRS. FORM 990, PART VI, SECTION B, LINE 12C SANTAFE HEALTHCARE, INC. HAS A PROCEDURE FOR MONITORING AND ENFORCING COMPLIANCE WITH ITS CORPORATE CONFLICT OF INTEREST POLICY (POLICY). EACH COVERED PERSON SHALL RECEIVE A COPY OF THE POLICY FOR REVIEW AND SUBMIT AN AFFIRMATION WHICH IS ATTACHED TO THE CODE OF ETHICAL BUSINESS CONDUCT. ADDITIONALLY, EACH COVERED PERSON ENGAGED IN MAKING OR INFLUENCING DECISIONS ON BEHALF OF SANTAFE HEALTHCARE, INC. OR ITS AFFILIATES SHALL COMPLETE A QUESTIONNAIRE CONCERNING CONFLICTS OF INTEREST ANNUALLY. THE PROCEDURE DETAILS THAT THE CORPORATE SECRETARY HAS RESPONSIBILITY FOR DELIVERY OF THE POLICY TO DIRECTORS AND OFFICERS AND RECEIPT OF THEIR AFFIRMATIONS AND QUESTIONNAIRES. THE HUMAN RESOURCES DEPARTMENT SHALL OBTAIN THE AFFIRMATION AND QUESTIONNAIRE FROM EVERY NEW EMPLOYEE AT ORIENTATION. THE HUMAN RESOURCES DEPARTMENT SHALL ALSO OBTAIN THE AFFIRMATION FROM ALL EMPLOYEES AND THE CONFLICT OF INTEREST QUESTIONNAIRE FROM APPLICABLE EMPLOYEES ANNUALLY. MEMBERS OF CORPORATE ADVISORY BOARDS SUBMIT THE AFFIRMATION AND QUESTIONNAIRE TO THE CHIEF COMPLIANCE OFFICER. ANNUAL CONFLICT OF INTEREST STATEMENTS ARE REVIEWED BY INTERNAL STAFF TO ENSURE RECORDS ARE COMPLETE. AS PART OF THE CORPORATE CONTRACT REVIEW PROCESS, CONSIDERATION IS GIVEN TO ANY POTENTIAL CONFLICTS OF INTEREST INVOLVING OPERATIONAL OR FINANCIAL TRANSACTIONS. ALL EMPLOYEES ARE EXPECTED TO DISCLOSE ANY POTENTIAL OR ACTUAL CONFLICTS. INITIAL REVIEW OF EMPLOYEE QUESTIONNAIRES WILL BE PERFORMED BY THE HUMAN RESOURCES DEPARTMENT AND AFFILIATE COMPLIANCE OFFICER, WITH REVIEW OF ANY DISCLOSURES BY THE CHIEF COMPLIANCE OFFICER WHO WILL EVALUATE, MAKE NECESSARY INQUIRIES, AND INVESTIGATE ALTERNATIVES. BOARD MEMBERS SHALL DISCLOSE ANY POTENTIAL OR ACTUAL CONFLICTS TO THE CHAIRPERSON OF THE SANTAFE HEALTHCARE, INC. BOARD, AND THE CHAIRPERSON OR CHIEF COMPLIANCE OFFICER SHALL EVALUATE CONFLICT DISCLOSURES AND, IF APPROPRIATE, INVESTIGATE ALTERNATIVES AND REPORT TO DISINTERESTED BOARD MEMBERS FOR RESOLUTION. THE MINUTES OF THE BOARD OR ANY COMMITTEE MEETING AT WHICH A POTENTIAL OR ACTUAL CONFLICT OF INTEREST IS DISCLOSED OR DISCUSSED SHALL REFLECT THE NAME OF THE INTERESTED PARTY, THE NATURE OF THE CONFLICT, THE DELIBERATIONS AND THE RESOLUTION OF THE CONFLICT. IF IT IS DETERMINED THAT A COVERED PERSON HAS FAILED TO COMPLY WITH THE POLICY, THE CHIEF COMPLIANCE OFFICER OR THE CHAIRPERSON SHALL TAKE APPROPRIATE ACTION, WHICH MAY INCLUDE REMOVAL FROM OFFICE OR TERMINATION OF EMPLOYMENT. FORM 990, PART VI, SECTION B, LINE 15 LAWRENCE G SCHREIBER IS THE PRESIDENT AND CHIEF EXECUTIVE OFFICER (CEO) OF SANTAFE HEALTHCARE, INC. MR. SCHREIBER IS COMPENSATED BY SANTAFE HEALTHCARE, INC. SANTAFE HEALTHCARE, INC. UTILIZES THE FOLLOWING PROCESS TO ESTABLISH THE CEO'S COMPENSATION AND BENEFITS: THE BOARD OF DIRECTORS ANNUALLY RETAINS AN INDEPENDENT THIRD PARTY COMPENSATION AND BENEFITS CONSULTING FIRM (FIRM) TO CONDUCT A MARKET COMPETITIVENESS REVIEW OF THE CEO'S TOTAL DIRECT COMPENSATION (BASE SALARY, ANNUAL INCENTIVES AND LONG TERM INCENTIVES) AND BENEFITS. THE COMPETITIVE ANALYSIS INCLUDES COMPARISON TO SIMILAR POSITIONS IN COMPANIES OF SIMILAR SIZE WITHIN THE SAME OR SIMILAR INDUSTRY. THE FIRM MAKES RECOMMENDATIONS, IF ANY, DIRECTLY TO THE BOARD OF DIRECTORS. THE BOARD OF DIRECTORS ESTABLISHES THE FINAL COMPENSATION AND BENEFIT PACKAGE FOR THE CEO TAKING INTO CONSIDERATION THE MARKET COMPETITIVENESS REVIEW AND FINAL RECOMMENDATION OF THE FIRM. THE FIRM PROVIDES AN OPINION LETTER REGARDING THE REASONABLENESS OF THE FINAL COMPENSATION AND BENEFITS PACKAGE. THE ACTIONS OF THE BOARD ARE DOCUMENTED IN THE MINUTES OF THE BOARD MEETING. FORM 990, PART VI, SECTION B, LINE 15B: THE PROCESS FOR DETERMINING COMPENSATION FOR OTHER LISTED PERSONS OF SANTAFE HEALTHCARE, INC. IS AS FOLLOWS: THE SANTAFE HEALTHCARE, INC. BOARD OF DIRECTORS ANNUALLY RETAINS AN INDEPENDENT THIRD PARTY COMPENSATION AND BENEFITS FIRM (FIRM) TO CONDUCT A MARKET COMPETITIVENESS REVIEW OF ALL EXECUTIVES' TOTAL DIRECT COMPENSATION (BASE SALARY, ANNUAL INCENTIVES, AND LONG-TERM INCENTIVES) AND BENEFITS. THE COMPETITIVE ANALYSIS INCLUDES COMPARISONS TO SIMILAR POSITIONS IN COMPANIES OF SIMILAR SIZE WITHIN THE SAME OR SIMILAR INDUSTRY. AFTER COMPLETION OF ITS REVIEW, THE FIRM MAKES RECOMMENDATIONS, IF ANY, DIRECTLY TO THE BOARD OF DIRECTORS. THE FIRM PROVIDES AN OPINION LETTER REGARDING THE REASONABLENESS OF TOTAL DIRECT COMPENSATION AND EXECUTIVE BENEFITS. THE ACTIONS OF THE BOARD ARE DOCUMENTED IN THE MINUTES OF THE BOARD MEETING. THE SANTAFE HEALTHCARE, INC. BOARD OF DIRECTORS REGULARLY RETAINS AN INDEPENDENT THIRD PARTY CONSULTANT TO CONDUCT A MARKET COMPETITIVENESS REVIEW OF THE BOARD OF DIRECTORS' (INCLUDING OFFICER POSITIONS) COMPENSATION. THE COMPETITIVENESS ANALYSIS INCLUDES COMPARISONS TO BOTH NOT-FOR-PROFIT AND PUBLIC COMPANY (EXCLUDING EQUITY COMPONENT) DATA FOR COMPANIES WITHIN THE SAME OR SIMILAR INDUSTRY. ANY COMPENSATION CHANGES ARE APPROVED BY THE BOARD OF DIRECTORS BASED ON THE MARKET COMPETITIVENESS STUDY. FORM 990, PART VI, SECTION C, LINE 19 SANTAFE HEALTHCARE, INC.'S PROCEDURE FOR MAKING VARIOUS DOCUMENTS AVAILABLE TO THE PUBLIC IS AS FOLLOWS: THE ARTICLES OF INCORPORATION CAN BE ACCESSED DIRECTLY THROUGH THE FLORIDA DEPARTMENT OF STATE, DIVISION OF CORPORATIONS WEBSITE AT WWW.SUNBIZ.ORG. THE CONFLICT OF INTEREST POLICY CAN BE OBTAINED DIRECTLY FROM THE ORGANIZATION UPON WRITTEN REQUEST. SANTAFE HEALTHCARE, INC. DID NOT OTHERWISE MAKE ITS GOVERNING DOCUMENTS, INCLUDING BYLAWS, AVAILABLE TO THE PUBLIC. IN ADDITION, DURING THE TAX YEAR, SANTAFE HEALTHCARE, INC. DID NOT MAKE ITS AUDITED FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC. FORM 990, PART VII, SECTION A, LINE 1A: CERTAIN SENIOR EXECUTIVES ARE ACCOUNTABLE FOR AND PERFORM SERVICES FOR SANTAFE HEALTHCARE, INC. AND EACH OF ITS AFFILIATES. SANTAFE HEALTHCARE, INC. AND AFFILIATES REPRESENT A DIVERSIFIED FAMILY OF NOT-FOR-PROFIT ORGANIZATIONS. THESE SENIOR EXECUTIVES ARE PAID DIRECTLY BY SANTAFE HEALTHCARE, INC. AND THEIR COMPENSATION AND BENEFITS ARE APPORTIONED AND CHARGED TO THE RESPECTIVE AFFILIATES BASED ON THE ESTIMATED AMOUNT OF TIME SPENT ON EACH AFFILIATE'S ACTIVITIES. FORM 990, PART VII, SECTION A, COLUMN F: LAWRENCE G SCHREIBER AND STEVEN M ZIEGLER ARE EMPLOYEES OF SANTAFE HEALTHCARE, INC. AS A RESULT OF THE SALE OF AVMED, INC. AS DESCRIBED IN SCHEDULE O, MR. SCHREIBER AND MR. ZIEGLER EARNED ADDITIONAL COMPENSATION PAYABLE IN 2023 AND 2024, WHICH IS CONTINGENT UPON THEIR EMPLOYMENT BY SANTAFE HEALTHCARE, INC. THE ADDITIONAL COMPENSATION WILL BE PAID ENTIRELY BY SANTAFE HEALTHCARE, INC. AND WILL NOT BE ALLOCATED OR CHARGED TO ITS AFFILIATES. THE ADDITIONAL COMPENSATION IS REPORTED AS OTHER COMPENSATION IN FORM 990, PART VII, SECTION A, COLUMN F FOR MR. SCHREIBER AND MR. ZIEGLER AND TOTALS $5,000,000 AND $841,177, RESPECTIVELY. FORM 990, PART XI, LINE 9: CHANGE IN MINIMUM LIABILITY FOR QUALIFIED PENSION PLAN 4,999,056. EQUITY TRANSFER TO AFFILIATE -1,000,000. FORM 990, PART VII, SECTION B, INDEPENDENT CONTRACTORS: COMPENSATION TO INDEPENDENT CONTRACTORS IN THIS SECTION INCLUDES BOTH PAYMENTS MADE BY SANTAFE HEALTHCARE, INC. FOR ITS SOLE BENEFIT AND ALSO PAYMENTS MADE FOR THE BENEFIT OF RELATED ENTITIES. SANTAFE MANAGEMENT SERVICES LLC PO BOX 749 GAINESVILLE FL 326270749 592317607 MANAGEMENT SERVICES FL 21729348 3485541 SANTAFE HEALTHCARE INC AVMED INC PO BOX 749 GAINESVILLE FL 326270749 592742907 HEALTH CARE FL 501(C)(4) N/A SENTARA HEALTHCARE 0 NORTH FLORIDA RETIREMENT VILLAGE INC PO BOX 749 GAINESVILLE FL 326270749 591912330 RETIREMENT COMMUNITY FL 501(C)(3) 10 SANTAFE HEALTHCARE INC 1 NORTH CENTRAL FLORIDA HOSPICE INC PO BOX 749 GAINESVILLE FL 326270749 592490893 HOSPICE CARE FL 501(C)(3) 10 SANTAFE HEALTHCARE INC 1 SANTAFE SENIOR LIVING INC PO BOX 749 GAINESVILLE FL 326270749 203700526 MANAGEMENT AND FINANCIAL SUPPORT FOR NOT-FOR-PROFIT AFFILIATES FL 501(C)(3) 12B TYPE II SANTAFE HEALTHCARE INC 1 BVG ACQUISITION INC PO BOX 749 GAINESVILLE FL 326270749 203701186 RETIREMENT COMMUNITY FL 501(C)(3) 10 SANTAFE HEALTHCARE INC 1 EAST RIDGE RETIREMENT VILLAGE INC PO BOX 749 GAINESVILLE FL 326270749 590903331 RETIREMENT COMMUNITY FL 501(C)(3) 10 SANTAFE HEALTHCARE INC 1 BONITA SPRINGS RETIREMENT VILLAGE INC PO BOX 749 GAINESVILLE FL 326270749 262386152 RETIREMENT COMMUNITY FL 501(C)(3) 10 SANTAFE HEALTHCARE INC 1 SANTAFE SENIOR LIVING FOUNDATION INC PO BOX 749 GAINESVILLE FL 326270749 264464727 CHARITABLE & EDUCATIONAL PURPOSES FL 501(C)(3) 7 SANTAFE HEALTHCARE INC 1 HFK CARE CORPORATION PO BOX 749 GAINESVILLE FL 326270749 592386289 HOSPICE CARE & HOME HEALTH CARE FL 501(C)(3) 7 SANTAFE HEALTHCARE INC 1 HAVEN FOUNDATION INC 4200 NW 90TH BLVD GAINESVILLE FL 326069945 850863879 CHARITABLE & EDUCATIONAL PURPOSES FL 501(C)(3) 12A TYPE I NORTH CENTRAL FLORIDA HOSPICE INC 0 SF HOLDING CORP INC PO BOX 749 GAINESVILLE FL 326270749 592903901 HOLDING COMPANY FL SANTAFE HEALTHCARE INC C 1.00000 1 AVMED ADMINISTRATORS INC PO BOX 749 GAINESVILLE FL 326270749 842931956 THIRD PARTY ADMINISTRATIVE SERVICES FL N/A C 0 CHARITABLE REMAINDER UNITRUSTS (2) CHARITABLE REMAINDER UNITRUST FL N/A 0 0 0 0 1 0 0 0 1 0 0 1 1 1 1 0 1 1 1 0 EAST RIDGE RETIREMENT VILLAGE INC D 946227 REMAINING BALANCE OF LOAN AVMED INC H 3928405 BOOK VALUE AVMED INC L 16993407 COST OF SERVICES NORTH CENTRAL FLORIDA HOSPICE INC L 3656779 COST OF SERVICES SANTAFE SENIOR LIVING INC L 1514429 COST OF SERVICES NORTH FLORIDA RETIREMENT VILLAGE INC L 400095 COST OF SERVICES EAST RIDGE RETIREMENT VILLAGE INC L 381089 COST OF SERVICES BONITA SPRINGS RETIREMENT VILLAGE INC L 314655 COST OF SERVICES AVMED INC M 796425 COST OF SERVICES AVMED INC M 565153 FAIR MARKET VALUE OF SERVICES AVMED INC P 434037 ACTUAL INVOICES SANTAFE SENIOR LIVING INC P 433593 ACTUAL INVOICES AVMED INC Q 1261181 ACTUAL INVOICES BONITA SPRINGS RETIREMENT VILLAGE INC Q 921954 ACTUAL INVOICES EAST RIDGE RETIREMENT VILLAGE INC Q 2400709 ACTUAL INVOICES NORTH CENTRAL FLORIDA HOSPICE INC Q 1771022 ACTUAL INVOICES NORTH FLORIDA RETIREMENT VILLAGE INC Q 1431106 ACTUAL INVOICES SANTAFE SENIOR LIVING INC Q 56562 ACTUAL INVOICES BONITA SPRINGS RETIREMENT VILLAGE INC R 1000000 CASH VALUE SCHEDULE R, PART II ON DECEMBER 31, 2022, SENTARA HEALTHCARE, A VIRGINIA TAX-EXEMPT CORPORATION, ACQUIRED CONTROL OF AVMED, INC. FROM SANTAFE HEALTHCARE, INC. AVMED, INC. IS LISTED ON SCHEDULE R, PART II AS A RELATED TAX-EXEMPT ORGANIZATION FOR 2022, BUT WILL NOT BE LISTED GOING FORWARD.