2023-11-10T21:39:49+00:00 2022-12-31 346565596 ERNST & YOUNG US LLP 2323 VICTORY AVENUE DALLAS TX 75219 990 2022-01-01 843237280 Banner Health Plan Inc BANN 6027474000 2901 N CENTRAL AVE 160 PHOENIX AZ 85012 James Stringham PRESIDENT 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 23833178 false X WWW.BANNERHEALTH.COM X 2019 AZ OPERATED TO PROMOTE SOCIAL WELFARE, BANNER HEALTH PLAN (BHP) WILL FURTHER BANNER HEALTH'S (BH) MISSION OF MAKING HEALTH CARE EASIER SO LIFE CAN BE BETTER BY PROVIDING INTEGRATED & COORDINATED CARE & POPULATION HEALTH MANAGEMENT. 7 0 0 0 0 0 0 0 5289305 23831622 539 1556 0 0 5289844 23833178 0 0 0 0 1699910 835482 0 0 0 11825925 39889684 13525835 40725166 -8235991 -16891988 13982957 29623279 11435297 16700519 2547660 12922760 OPERATED TO PROMOTE SOCIAL WELFARE, BHP SEEKS TO FURTHER BH'S MISSION OF MAKING HEALTH CARE EASIER SO LIFE CAN BE BETTER BY PROVIDING INTEGRATED & COORDINATED CARE & POPULATION HEALTH MANAGEMENT AND WILL LEVERAGE BH'S VAST ARIZONA MANAGED CARE EXPERTISE TO IMPROVE ITS ELDERLY MEMBERS' ACCESS TO CARE AND QUALITY OF CARE. false false 28047946 0 23883156 SEE SCHEDULE O. BHP operates exclusively to promote social welfare purposes within the meaning of Section 501(c)(4) of the Internal Revenue and is organized as a Medicare-only health maintenance organization (HMO) to serve Medicare beneficiaries through a Medicare-only Medicare Advantage Part D (MAPD) Plan. BHP's sole member is Banner Health Insurance Companies, LLC (BHIC), which is disregarded for federal tax purposes as a single-member LLC of Banner Health, a tax-exempt hospital system under Section 501(c)(3). BH is one of the nation's largest nonprofit health care systems, and the leading tax-exempt provider of hospital services in every community it serves and, in some cases, the only inpatient facility available in some of those rural and/or medically underserved communities. BHP is integrated into BH'S continuum of care for BH patients, thereby strengthening its ability to care for those patients and promote community health. BHP embraces and seeks to further BH's mission of making health care easier, so life can be better and leverages BH's vast Arizona managed care expertise to improve its elderly members' access to care and quality of care. Care and coverage are part of BH's vertically integrated system and the cornerstone of BHP which is designed to promote more efficient and effective care coordination and provision. BHP's health plan is based in Arizona and serves only Arizona counties All counties included in BHP's service areas - Maricopa, Pima, Pinal, Santa Cruz, and Yuma - are designated as medically underserved areas by the Health Resources and Services Administration (HRSA). BHP is the only MAPD health plan in Arizona that can offer a fully integrated continuum of care and coverage and in its service area, it is unique in its ability to integrate provider care and operate under the umbrella of a tax-exempt health system. Under BHP, members receive both quality health care and comprehensive insurance coverage including prescription drug coverage in a single plan. Through BH, BHP offers its members a choice of 5000+ providers, 17 Arizona hospitals, and three renowned academic medical centers. BHP offers several programs to improve member health care and access, including a medical management program, care management program, and condition management program. In addition, BHP coordinates member health plan benefits including emergency services and emergency inpatient care, inpatient care, primary care, specialty care, diagnostic and therapeutic ancillary care services, outpatient care, preventive care, and emergency ambulance services. BHP's member experience is further differentiated by allowing over the counter health products, hearing aids, annual eye exams, telehealth visits, meals, free virtual waiting rooms, and behavioral-based smart phone apps that allow BHP to reach its members in a creative and integrated way, meeting both the physical and behavioral health needs of its members. BHP provides each member a personalized health navigator to further develop the integrated experience and meet the member's health needs. The health navigator is a trusted steward to help members with their health goals and needs including: - Assisting with doctors' appointments or member provider selection - Assisting with home health orders, home medical equipment, or filling medications - Discharge navigation and care coordination - Connection with member health or social needs BHP also provides additional member resources including: - Certified health coach and/or registered dietitian - Works with the member on health goals - Dial into Diabetes - Evidence-based and individualized education and support for diabetics - Advance Care Planning - Social workers help with advance care planning and completing advanced directives - Nurse Now - 24 hour/365-day hotline for registered nurse support. - Fall Risk Reduction Program - Fall risk assessment and intervention for those at risk for falls or wanting a preventative approach - Care Management - Multidisciplinary team to help the member with disease management and/or to coordination of any supportive needs such as food boxes, transportation, or access to care barriers - Community-based Healthy Lifestyle Education Classes BHP's comprehensive medical management (MM) program involves coordinating, facilitating, monitoring, evaluating, assessing, and integrating both medical and behavioral health care services while ensuring continuity of care for all of BHP's members. The MM program entails member and provider notifications, discharge planning, behavioral health services, care management, condition management, retrospective review, medical claims review, quality of care review, and medical management. The program supports BHP's affiliated providers with analysis, education, development, operating systems, and medical management expertise to improve the health of BHP's members. As part of the MM program, BHP's Quality Committee approves quality standards and oversees affiliate providers' adherence to these standards throughout BHP's network and ensures that affiliated providers are informed of information related to their performance. It also investigates and analyzes quality of care issues, member abuse, and member complaints. BHP achieves its mission, and the mission of BH - making health care easier so life can be better through the MM program by focusing on continuous quality improvements, utilizing best practices throughout its network, and providing access to high quality, sustainable health care services to all members. BHP conducts a care management (CM) program for its members with multiple or complex medical/mental health conditions, for the purpose of improving their physical and behavioral health and quality of life. BHP coordinates access to needed health care services and resources for these members to help them regain/maintain their optimal health and/or improve their functional capacity. Through the CM program, BHP seeks to reduce care gaps, decrease unnecessary hospitalization and emergency department visits, improve member self-management skills, and remove barriers to needed care. BHP's CM member services include care coordination, health risk assessments, health and disease management education, mental/behavioral health support, providing information on community resources, and assistance in care transitions (e.g., from hospital to home, to and from skilled nursing facilities). BHP refers CM program members with additional needs such as meals, need for support groups, etc. to appropriate community resources or, if their needs are more extensive, to the appropriate BHP Care Management department for further intervention. BHP conducts a condition management program for members with select high risk conditions who could benefit from a concerted approach to managing their health, including those suffering from diabetes, cardiovascular issues, depression, and chronic obstructive pulmonary disease. BHP's condition management services include assessments, analysis, member contacts, plan of care, individualized health education to each condition management member, and member interventions to improve member health. Such interventions include educational materials or workshops, telephonic and in-person care management, and home monitoring devices. As the largest employer and Medicare provider in Arizona and collaborator and innovator in health care delivery, BH supports the Arizona safety net in significant ways providing stability and ongoing excellence in care and outcomes. As parent organization to the only locally owned MAPD plan, Banner and BHP are dedicated to serving their communities and BHP facilitates and coordinates medical care that demonstrates a passion to improving the health, well-being, and social welfare of BHP communities. Significant community health needs that both BH and BHP are taking action to meet in service to the community include: - Ensuring members of the Banner communities (including elderly members) have greater access to needed healthcare resources - Representing high need populations including the elderly, minority groups, low-income individuals, medically underserved and those with chronic conditions - Representing the underserved and uninsured - Catering to the chronic and often complex health needs of senior adults and responding to their health concerns - Delivery of an integrated, coordinated continuum of care - Provision of and access to health insurance coverage 28047946 false false false false false false false false false false false false true 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 false false true 587 0 true 0 false false false false false false false false X 7 0 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 CHARLES LEHN DIRECTOR/TREASURER 2.0 46.0 X X 0 1050785 326797 DENNIS LARAWAY DIRECTOR/CHAIRMAN 2.0 50.0 X X 0 2565572 505840 JAMES STRINGHAM Director/President 5.0 45.0 X X 0 682032 194333 MARJORIE BESSEL MD DIRECTOR/SECRETARY 2.0 46.0 X X 0 1675989 800391 STEPHEN MACIAS DIRECTOR/PRESIDENT (THRU 02/22) 2.0 38.0 X X 0 152541 2436 DONALD NORDLUND DIRECTOR 2.0 46.0 X 0 1564909 826897 JOSEPH GREGORY MD DIRECTOR 2.0 42.0 X 0 560974 57307 LYNN ROSENBACH DIRECTOR 2.0 42.0 X 0 650347 35231 0 8903149 2749232 0 false true false 0 0 Capitation PREMIUMS 524114 23831622 23831622 0 0 0 0 23831622 1556 1556 0 0 0 0 0 0 0 0 0 23833178 23831622 0 1556 549946 549946 229 229 283944 283944 1363 1363 82404 82404 3193035 0 3193035 0 1769508 1769508 511023 511023 3849 3849 8780 8780 Medical Claims Expense 28047946 28047946 Corporate Allocations 1017909 1017909 Filing/Broker Fees 3896368 3896368 Pharmacy Administration 241047 241047 1117815 0 1117815 0 40725166 28047946 12677220 0 13038718 21141517 558395 559951 0 0 385844 1150615 0 0 0 0 0 0 0 0 0 86508 0 0 0 0 0 0 0 0 0 0 0 6684688 13982957 29623279 6750219 3457547 0 0 0 0 0 0 0 0 0 0 0 0 0 0 4685078 13242972 11435297 16700519 X 2547660 12922760 0 0 2547660 12922760 13982957 29623279 X -16891988 27267088 X false true X true false Due from Affiliates 6684688 6684688 Premium deficiency reserve 8364930 due from BANNER HEALTH 0 Medical Claims Expense 3843505 Pharmacy Coverage GAP Discount 183192 Risk corridor and federal subsidiary payable 843080 Other 8265 13242972 X 23884712 0 0 23884712 0 0 23884712 40776700 0 0 40776700 0 0 40776700 Schedule D, Part X, Line 2 FIN 48 (ASC 740) footnote BANNER HEALTH PLAN 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 MARJORIE BESSEL MD DIRECTOR/SECRETARY 0 641373 0 921847 0 112769 0 783112 0 17279 0 2476380 0 589195 DENNIS LARAWAY DIRECTOR/CHAIRMAN 0 973581 0 1388473 0 203518 0 483779 0 22061 0 3071412 0 928746 CHARLES LEHN DIRECTOR/TREASURER 0 508185 0 458448 0 84152 0 301195 0 25602 0 1377582 0 232139 STEPHEN MACIAS DIRECTOR/PRESIDENT (THRU 02/22) 0 47954 0 104490 0 98 0 0 0 2436 0 154978 0 0 JAMES STRINGHAM Director/President 0 408961 0 251906 0 21165 0 165340 0 28993 0 876365 0 58686 JOSEPH GREGORY MD DIRECTOR 0 406195 0 119101 0 35678 0 27250 0 30057 0 618280 0 0 DONALD NORDLUND DIRECTOR 0 599488 0 873703 0 91718 0 808093 0 18804 0 2391806 0 542230 LYNN ROSENBACH DIRECTOR 0 278949 0 230972 0 140426 0 23724 0 11507 0 685579 0 80646 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: DENNIS LARAWAY $175,644 MAJORIE BESSEL, MD $89,190 DONALD NORDLUND $68,337 CHARLES LEHN $59,936 LYNN ROSENBACH $47,542 JOSEPH GREGORY, MD $14,162 EMPLOYER 457(F) DEPOSIT: DENNIS LARAWAY $124,120 MAJORIE BESSEL, MD $71,751 DONALD NORDLUND $66,327 CHARLES LEHN $46,524 LYNN ROSENBACH $12,377 JOSEPH GREGORY, MD $15,077 Schedule J, Part I, Line 7 Non-fixed payments 1. THE INDIVIDUALS IDENTIFIED BELOW PARTICIPATE IN A LONG-TERM INCENTIVE PLAN (LTIP) COVERING THREE-YEAR CYCLES FROM 2019-2021, 2020-2022, 2021-2023, AND 2022-2024. THE LTIP WAS DESIGNED AT THE INITIATIVE OF THE BANNER BOARD OF DIRECTORS WITH THE ASSISTANCE OF WILLIS TOWERS WATSON, AND ALL COMPONENTS WERE APPROVED BY THE BOARD. THE PLANS' AREAS OF PERFORMANCE TARGETS INCLUDE: Starts Rating improvement, Transform Revenue Cycle ($ 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 DONALD NORDLUND $729,566 MARJORIE BESSEL $699,461 LTIP PAY OUT: CHARLES LEHN $172,203 DENNIS LARAWAY $753,102 DONALD NORDLUND $473,893 Lynn Rosenbach $80,646 MARJORIE BESSEL $500,005 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). Schedule J, Part I, Line 3 COMPENSATION OF CEO THE COMPENSATION OF THE ORGANIZATION'S CEO IS DETERMINED BY A RELATED TAX-EXEMPT ORGANIZATION-BH. 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 III, Line 4a PROGRAM SERVICE DESCRIPTION CONTINUED BHP continues to engage in, community partnerships to assist meeting the significant community health needs of seniors and the elderly. Specifically, BHP provides funding to charitable organizations and programs focused on serving seniors such as the Banner Alzheimer's Institute, Banner Olive Branch Senior Center, and Catholic Community Services of Southern Arizona. Banner Alzheimer's Institute, a Section 501(c)(3) tax-exempt organization, provides Alzheimer's care, prevention research and family support to the aging community in Arizona. Banner Olive Branch Senior Center (Banner Olive Branch) is operated by BH and provides services to help seniors remain healthy, active, and independent. Catholic Community Services of Southern Arizona is a Section 501(c)(3) tax-exempt organization, and its mission is to strengthen children, adults, families, and communities by providing help, creating hope and serving all, including providing meals for elderly and disabled individuals and providing low- and middle-income seniors with safe affordable housing. Form 990, Part VI, Line 15a PROCESS FOR DETERMINING COMPENSATION BANNER HEALTH PLAN 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 BHP AND ANY OF ITS AFFILIATES AND ALL OTHER PERSONS WHO CONSTITUTE "DISQUALIFIED PERSONS" WITH RESPECT TO BH 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 BANNER HEALTH - 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 BANNER HEALTH 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 COMMITTEETHE 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 BANNER HEALTH 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 BANNER HEALTH 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 BANNER HEALTH 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 BHP's sole shareholder is BHIC, which is disregarded for federal tax purposes as a single-member LLC of Banner Health, an Arizona based tax-exempt hospital system recognized by the IRS as tax-exempt under Sections 501(c)(3) and 170(b)(1)(A)(iii) of the Internal Revenue Code. Form 990, Part VI, Line 7a Members or stockholders electing members of governing body Banner Health, as the controlling tax-exempt organization, has the power to elect the board of directors. Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders Banner Health, as the controlling tax-exempt organization, has certain reserved powers. 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 BHP officers. CHANGES TO THE FORM 990 ARE MADE IF NECESSARY. THE FINAL VERSION OF THE FORM 990 IS SIGNED BY a BHP OFFICER and the return is made available to the governing body. Form 990, Part VI, Line 12c Conflict of interest policy BHP HAS ADOPTED THE BH CONFLICT OF INTEREST POLICY. THIS POLICY REQUIRES THE INTERNAL ASSURANCE DEPARTMENT OF BANNER HEALTH 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 REQUIRRED 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. Form 990, Part XI, Line 9 Other changes in net assets or fund balances TRANSFER OF CAPITAL FROM BANNER HEALTH - 27508162; OTHER CHANGES - -241074; Form 990, Part XII, Line 1 OTHER TYPE OF ACCOUNTING METHOD (ADDITIONAL INFO) The organization's financial statements are prepared in accordance with the NAIC Statements of Statutory Account Principles. 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-UNIVERSITY FAMILY CARE 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 463766901 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 WYOMING MEDICAL CENTER INC 2901 N CENTRAL AVE suite 160 PHOENIX AZ 85012 830279242 HOSPITAL WY 501(c)(3) 3 BANNER HEALTH true 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