2023-11-09T11:36:05+00:00 2022-12-31 350921680 CROWE LLP 575 Market Street Suite 3300 San Francisco CA 941055829 990 2022-01-01 942958258 Banner -University Medical Group BANN 6027474000 2901 N Central Ave Suite 160 Phoenix AZ 85012 Venkata Evani CO-CHAIRMAN / CEO 2023-11-09 true Staci Dickerson 999009999 Diane Kirmaci P01578407 4155761100 2022 2023-04-26 12:10:37Z Venkata Evani MD 2901 N Central Ave Suite 160 Phoenix AZ 85012 487837050 false X www.bannerhealth.com X 1983 AZ ASSIST BANNER HEALTH (BH) COMPLETE ITS MISSION TO MAKE HEALTH CARE EASIER SO LIFE CAN BE BETTER BY PROVIDING INTEGRATED & COORDINATED CARE & POPULATION HEALTH MANAGEMENT. 8 4 3362 150 0 0 1283345 876272 466254662 486960736 42 0 467538007 487837050 1323291 1400684 0 488178144 518204570 0 0 122284233 116406620 611785668 636011874 -144247661 -148174824 97355267 98779478 80047771 77071307 17307496 21708171 ASSIST BH COMPLETE ITS MISSION TO MAKE HEALTH CARE EASIER SO LIFE CAN BE BETTER BY PROVIDING INTEGRATED & COORDINATED CARE & POPULATION HEALTH MANAGEMENT. false false 567480305 1400684 486960736 BANNER-UNIVERSITY MEDICAL GROUP (BUMG) IS COMPRISED OF APPROXIMATELY 1,000 PHYSICIANS. THE PHYSICIANS PRACTICE AT BH'S HOSPITALS AND AT NUMEROUS HOSPITALS AND CLINICS ACROSS TUCSON, SOUTHERN ARIZONA, AND NEVADA. WITH THE CONNECTIONS TO THE UNIVERSITY OF ARIZONA COLLEGE OF MEDICINE, BUMG PHYSICIANS EDUCATE MORE THAN 500 MEDICAL STUDENTS AND TRAIN NEARLY AS MANY POSTGRADUATE MEDICAL RESIDENTS ANNUALLY. THEY ALSO CONDUCT RESEARCH AT THE UNIVERSITY OF ARIZONA'S CANCER CENTER, STEELE CHILDREN'S RESEARCH CENTER, ARIZONA ARTHRITIS CENTER, SARVER HEART CENTER, AND MANY OTHER FACILITIES AND PROGRAMS. 567480305 true true false false false false false false false true false false true true true false true false false false false false false false false false true false true false false false false false false false false false false false false true true true false false false true 120 0 true 3362 true false false false false false false false false false false true false X 8 4 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 CHAD WHELAN Division President (through 9/1/22) 40.0 0 X X 815540 0 69422 DENNIS LARAWAY Director/Treasurer / CFO - Banner Health 2.0 50.0 X X 0 2565572 505840 GEORGE DAMRON VP Financial Operations & Division CFO (through 8/20/22) 2.0 40.0 X X 0 823527 51960 LARRY GOLDBERG President/Co-Chairman (through 3/4/2022) 40.0 4.0 X X 0 967853 8628 LISA RUNLEY Secretary 4.0 0 X X 0 0 0 MICHAEL DAKE Co-Chairman 2.0 0 X X 0 0 0 VENKATA EVANI MD Co-Chairman / CEO 40.0 0 X X 700831 0 105227 DONALD NORDLUND Director / Chief Strategy/Growth Officer - Banner Health 8.0 46.0 X 0 1564909 826897 GUY REED Director 2.0 0 X 0 0 0 MARJORIE BESSEL MD Director / CCO - Banner Health 8.0 46.0 X 0 1675989 800391 MICHAEL ABECASSIS Director 2.0 0 X 0 0 0 EVAN LEDERMAN MD Physician 40.0 0 X 1304518 0 12713 MICHAEL MURRAY MD Physician 40.0 0 X 1110373 0 38429 RISHI GOSALIA MD Physician 40.0 0 X 1113707 0 42867 TAMIM SULTANI MD Physician 40.0 0 X 1328709 0 19001 WILBER SU MD Physician 40.0 0 X 1296006 0 40173 CAROL KARP Former Director 0.0 40.0 X 0 481976 38618 SCOTT HOFFERBER Former Officer 0.0 0 X 375831 0 39618 8045515 8079826 2599784 1090 true true false HEALTHCARE WORKFORCE LOGISTICS HOLDINGS LLC PO Box 860573 Minneapolis MN 554860573 Medical Staffing 8734524 ARIZONA UROLOGY SPECIALISTS PLLC 1313 E Osborn Rd Suite B150 Phoenix AZ 85014 Medical Services 1627044 Scribe One Limited LLC 515 E Grant St Phoenix AZ 85004 Medical Staffing 1248771 Weatherby Locums Inc PO Box 972633 Dallas TX 753972633 Medical Staffing 944750 Arizona Center For Hand Surgery PC PO Box 7587 Phoenix AZ 850117587 Medical Staffing 851159 35 551669 190074 134529 876272 Healthcare Services 621111 486960736 486960736 0 0 0 0 486960736 42 42 0 0 0 0 0 0 0 0 0 487837050 486960736 0 42 1400684 1400684 1892205 1892205 460804586 453117079 7687507 8833446 8647944 185502 25214106 24684610 529496 21460227 21009562 450665 331685 331685 37250257 35052492 2197765 0 26874 26874 623555 586765 36790 440859 414848 26011 3417273 3215654 201619 918214 864039 54175 9013 8482 531 454212 454212 2478854 2332602 146252 12345731 11612200 733531 Billing and Coding 30276782 30276782 Corporate Allocations 12831155 12831155 Staff Development/Education 2712715 2552665 160050 Medical Supplies 1980679 1980679 10308762 0 10308762 0 636011874 567480305 68531569 0 2170 1570 65206939 70469298 0 0 3123462 3594186 30241550 18867753 13030288 11373797 26732 30406 0 39832 39832 15925844 13270389 97355267 98779478 58919525 56542155 1459582 3267755 0 19668664 17261397 80047771 77071307 X 17280764 21677765 26732 30406 17307496 21708171 97355267 98779478 X -148174824 152575499 X false true X true false X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1020000 1020000 970983 542798 428185 5684627 3579334 2105293 21871944 14745621 7126323 693996 693996 11373797 Right of Use Asset 13270389 13270389 0 Miscellaneous Liabilities 3312872 Finance Lease Obligataons 13948525 17261397 X Schedule D, Part X, Line 2 FIN 48 (ASC 740) footnote BUMG HAS NOT RECORDED ANY EXPENSE OR ACCRUED FOR ANY RELATED EXPENSE FOR ANY UNCERTAIN TAX POSITIONS. BUMG'S 2019 THROUGH 2022 TAX YEARS REMAIN SUBJECT TO EXAMINATION FOR FEDERAL INCOME TAX PURPOSES, WHEREAS THE 2018 THROUGH 2022 TAX YEARS REMAIN SUBJECT TO EXAMINATION FOR STATE TAXING JURISDICTIONS IN WHICH BANNER OPERATES. true University of Arizona 888 N Euclid Tucson AZ 85719 742652689 501(c)(3) 1400684 Medical Education and Research 1 0 Schedule I, Part I, Line 2 Procedures for monitoring use of grant funds. BANNER-UNIVERSITY MEDICAL GROUP'S (BUMG) GUIDELINES REGARDING CHARITABLE CONTRIBUTIONS TO OUTSIDE ORGANIZATIONS DIRECT US TO MAKE CONTRIBUTIONS TO OTHER ORGANIZATIONS WHOSE CHARITABLE MISSIONS ALIGN WITH BUMG'S MISSION "TO ASSIST BANNER HEALTH IN COMPLETING ITS MISSION 'TO MAKE HEALTH CARE EASIER, SO LIFE CAN BE BETTER' BY PROVIDING INTEGRATED & COORDINATED CARE & POPULATION HEALTH MANAGEMENT." IN SELECTED CIRCUMSTANCES WHEN A CONTRIBUTION IS NOT DIRECTLY LINKED TO PATIENT CARE, IT SERVES TO BETTER SUPPORT OUR COMMUNITY'S NEEDS. true true false false false false false true false GEORGE DAMRON VP Financial Operations & Division CFO (through 8/20/22) 0 288165 0 279698 0 255664 0 35687 0 16273 0 875487 0 142273 VENKATA EVANI MD Co-Chairman / CEO 498582 0 160865 0 41384 0 87691 0 17536 0 806058 0 0 0 LARRY GOLDBERG President/Co-Chairman (through 3/4/2022) 0 155342 0 732542 0 79969 0 6243 0 2385 0 976481 0 365709 DENNIS LARAWAY Director/Treasurer / CFO - Banner Health 0 973581 0 1388473 0 203518 0 483779 0 22061 0 3071412 0 928746 CHAD WHELAN Division President (through 9/1/22) 752174 0 40987 0 22379 0 51586 0 17836 0 884962 0 0 0 MARJORIE BESSEL MD Director / CCO - Banner Health 0 641373 0 921847 0 112769 0 783112 0 17279 0 2476380 0 589195 DONALD NORDLUND Director / Chief Strategy/Growth Officer - Banner Health 0 599488 0 873703 0 91718 0 808093 0 18804 0 2391806 0 542230 SCOTT HOFFERBER Former Officer 229436 0 107421 0 38974 0 17281 0 22337 0 415449 0 62794 0 CAROL KARP Former Director 0 333142 0 110116 0 38718 0 16264 0 22354 0 520594 0 15902 RISHI GOSALIA MD Physician 2956 0 1090765 0 19986 0 12200 0 30667 0 1156574 0 0 0 EVAN LEDERMAN MD Physician 1079116 0 200000 0 25402 0 9462 0 3251 0 1317231 0 0 0 MICHAEL MURRAY MD Physician 467171 0 618522 0 24680 0 11187 0 27242 0 1148802 0 0 0 WILBER SU MD Physician 1069628 0 204750 0 21628 0 12200 0 27973 0 1336179 0 0 0 TAMIM SULTANI MD Physician 80481 0 1247088 0 1140 0 9363 0 9638 0 1347710 0 0 0 Schedule J, Part I, Line 3 Arrangement used to establish the top management official's compensation 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. Schedule J, Part I, Line 4a Severance or change-of-control payment The following individual received severance pay in 2022 (included in Schedule J, Part II, Column (B)(iii): George Damron - $156,077 Schedule J, Part I, Line 4b Supplemental nonqualified retirement plan 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). 2022 457(F) Distributions: Marjorie Bessel - $89,190 Dennis Laraway - $175,644 Donald Nordlund - $68,337 Carol Karp - $15,902 Larry Goldberg - $78,344 George Damron - $75,621 Scott Hofferber - $19,057 Venkata Evani - $17,308 2022 457(F) Contributions: Marjorie Bessel - $71,751 Dennis Laraway - $124,120 Donald Nordlund - $66,327 Carol Karp - $7,870 George Damron - $24,014 Chad Whelan -$39,386 Venkata Evani - $24,714 Schedule J, Part I, Line 7 Non-fixed payments 1. SOME INDIVIDUALS PARTICIPATE IN A LONG-TERM INCENTIVE PLAN (LTIP) COVERING THREE-YEAR CYCLES FROM 2019-2021, 2020-2022, 2021-2023, AND 2022-2024. THE LTIP WAS DESIGNED AT THE INITIATIVE OF THE BANNER BOARD OF DIRECTORS WITH THE ASSISTANCE OF WILLIS TOWERS WATSON, AND ALL COMPONENTS WERE APPROVED BY THE BOARD. THE PLANS' AREAS OF PERFORMANCE TARGETS INCLUDE: Starts Rating improvement, Transform Revenue Cycle ($ 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. 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. Clinical Physicians employed by Banner are typically paid on the basis of a compensation system that incorporates a base salary and a non-fixed productivity component that is based upon the physician's productivity. All bonus and incentive compensation under this plan is included in Schedule J, Part II, Column B(ii). Form 990, Part VI, Line 15 LINE 15A & 15B BUMG 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 BUMG AND ANY OF ITS AFFILIATES AND ALL OTHER PERSONS WHO CONSTITUTE "DISQUALIFIED PERSONS" WITH RESPECT TO BANNER HEALTH UNDER CODE SECTION 4958. THE COMMITTEE: - ASSESSES ANNUALLY THE PERFORMANCE OF THE CEO - EXERCISES OVERSIGHT OVER ALL ASPECTS OF COMPENSATION FOR THE PRESIDENT AND CEO - REVIEWS AND DETERMINES THE EXECUTIVE TOTAL COMPENSATION PHILOSOPHY OF BH - 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 COMPENSATION CONSULTANTS ENGAGED TO PROVIDE ADVICE AND INFORMATION WITH RESPECT TO THE REASONABLENESS AND COMPETITIVENESS OF THE COMPENSATION PAID TO 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 BANNER HEALTH, 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 BUMG'S SOLE MEMBER IS BANNER HEALTH, AN ARIZONA NONPROFIT CORPORATION, WHICH IS ALSO EXEMPT FROM TAX AS AN ENTITY DESCRIBED UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. Form 990, Part VI, Line 7a Members or stockholders electing members of governing body THE DIRECTORS OF (BUMG ARE THOSE INDIVIDUALS SERVING AS MEMBERS OF THE ACADEMIC MANAGEMENT COUNCIL (AMC) PURSUANT TO THE ACADEMIC AFFILIATION AGREEMENT DATED FEBRUARY 28, 2015 BETWEEN BANNER HEALTH (BH) AND THE ARIZONA BOARD OF REGENTS ON BEHALF OF THE UNIVERSITY OF ARIZONA. AMC MEMBERS ARE APPOINTED BY THE UNIVERSITY OF ARIZONA AND BH, BUMG'S SOLE CORPORATE MEMBER. Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders AS THE SOLE CORPORATE MEMBER, BH RESERVES THE POWER TO MAKE OR APPROVE DECISIONS OF THE CORPORATION AS GRANTED IN THE BYLAWS SUBJECT TO SPECIFIC POWERS OF THE ACADEMIC MANAGEMENT COUNCIL. 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 Banner Tax and an OUTSIDE ACCOUNTING FIRM TO PREPARE THE FORM 990. The accounting firm has expertise in non-profit hospital systems and has specific knowledge of BH's operations and return complexity. A FIRST DRAFT OF THE FORM 990 IS PREPARED by BH Tax 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 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 BUMG officers. CHANGES TO THE FORM 990 ARE MADE IF NECESSARY. THE FINAL VERSION OF THE FORM 990 IS SIGNED BY a BUMG OFFICER and the return is made available to the governing body. Form 990, Part VI, Line 12c Conflict of interest policy BUMG HAS ADOPTED THE BH CONFLICT OF INTEREST POLICY. THIS POLICY REQUIRES THE INTERNAL AUDIT DEPARTMENT OF BANNER HEALTH TO PROVIDE EACH PARTY WITH A DISCLOSURE QUESTIONNAIRE. THE INTERNAL AUDIT DEPARTMENT PRPEARES A SUMMARY FOR THE TAX DEPARTMENT. THIS SUMMARY IS ALSO PRESENTED TO THE AUDIT COMMITTEE. THE TAX DEPARTMENT PREPARES THE FORM 990 DISCLOSURE. THIS DISCLOSURE IS PRESENTED TO THE LEGAL DEPARTMENT FOR REVIEW. PURSUANT TO BH'S CONLFICT OF INTEREST POLICY, ALL BOARD MEMBERS, OFFICERS AND THE DIRECTOR OF AUDIT SERVICES 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. Form 990, Part XI, Line 9 Other changes in net assets or fund balances INTERCOMPANY TRANSFERS - XXX-XX-XXXX; Contributions - 55999; BANNER - U DENTAL SERVICES LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 901116747 MEDICAL SVCS AZ 0 0 BUMG BANNER - U HOSPITAL BASED PHYSICIANS 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 901116751 MEDICAL SVCS AZ 49714720 3517203 BUMG BANNER - U PHYSICIAN SPECIALISTS LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 901116753 MEDICAL SVCS AZ 89098895 6303544 BUMG BANNER - U SUPER SPECIALISTS LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 901116750 MEDICAL SVCS AZ 0 0 BUMG BANNER-UMG INTEGRATED HEALTH CLINIC LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 901140260 MEDICAL SVCS AZ 0 0 BUMG BANNER - U PRIMARY CARE PHYSICIANS LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 901116752 MEDICAL SVCS AZ 25423980 1798689 BUMG BANNER-UMG PEDIATRIC SLEEP LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 861268381 MEDICAL SVCS AZ 0 0 BUMG BANNER-UMG ADULT SLEEP LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 861344475 MEDICAL SVCS AZ 0 0 BUMG 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 COLORADO 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 900532831 MEDICAL SVCS CO 501(c)(3) 7 BANNER HEALTH true BANNER-UNIVERSITY FAMILY CARE 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 463766901 HEALTH INS. AZ 501(c)(3) 10 BANNER HEALTH true BANNER-UNIVERSITY CARE ADVANTAGE 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 463757358 HEALTH INS. 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