2023-11-10T21:52:55+00:00 2022-12-31 346565596 ERNST & YOUNG US LLP 2323 VICTORY AVENUE DALLAS TX 75219 990 2022-01-01 463757358 Banner-University Care Advantage 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 308611711 false X WWW.BANNERUCA.COM X 2013 AZ MANAGE AND COORDINATE THE DELIVERY OF QUALITY HEALTH CARE SERVICES TO ENROLLEES WHO QUALIFY AS PART OF A SPECIAL NEEDS PLAN AND ARE DUALLY ELIGIBLE FOR BOTH MEDICARE AND MEDICAID BENEFITS. 6 1 0 0 0 0 0 0 318691070 307549018 30109 1062693 0 0 318721179 308611711 0 0 0 17807151 16504618 0 0 0 296756593 313002752 314563744 329507370 4157435 -20895659 98937833 128924977 66710277 117593080 32227556 11331897 BUCA SERVES A DIVERSE POPULATION AT ANY STAGE OF LIFE, CONCERNED FOR THE HEALTH AND WELLBEING OF THEIR FAMILIES, LOVED ONES, AND THEMSELVES. BUCA CREATES THE BEST EXPERIENCE EVER THROUGH CARE AND COVERAGE. false false 292459211 0 307549018 SEE SCHEDULE O. BANNER-UNIVERSITY ("CARE ADVANTAGE") HOLDS A CONTRACT WITH THE CENTERS FOR MEDICARE & MEDICAID SERVICES FOR THE OPERATION OF A MEDICARE ADVANTAGE PRESCRIPTION DRUG HEALTH PLAN. THE PLAN IS A QUALIFIED PLAN UNDER MEDICARE TO PROVIDE COVERAGE TO CERTAIN ENROLLEES WHO QUALIFY AS PART OF A SPECIAL NEEDS POPULATION, WHO ARE DUALLY ELIGIBLE FOR BOTH MEDICARE AND MEDICAID BENEFITS. CARE ADVANTAGE PROMOTES THE HEALTH OF THE COMMUNITY BY ENGAGING THE FOLLOWING: (1) THE PROVISION OF EDUCATION PROGRAMS REGARDING THE BENEFITS PROVIDED BY CARE ADVANTAGE TO ENROLLEES; (2) COUNSELING AND THE PROVISION OF ASSISTANCE TO ENROLLEES MAKING THE TRANSITION TO A NETWORK-BASED MANAGED CARE PLAN; (3) THE PROVISION OF PREVENTATIVE HEALTHCARE PROGRAMS FOR CARE ADVANTAGE ENROLLEES; (4) THE COORDINATION OF HEALTHCARE SERVICES AMONG PROVIDERS IN THE CARE ADVANTAGE PROVIDER NETWORK; AND (5) THE FACILITATION OF ACCESS TO THE CARE ADVANTAGE PROVIDER NETWORK. CARE ADVANTAGE HAS WORKED DILIGENTLY TO DEVELOP AND MAINTAIN A COMPREHENSIVE PROVIDER NETWORK WHICH PROVIDES A FOUNDATION THAT SUPPORTS BOTH INDIVIDUAL MEMBER NEEDS AS WELL AS CARE ADVANTAGE'S MEMBERSHIP IN ITS 10 COUNTY SERVICE AREAS. CARE ADVANTAGE CONTINUALLY STRIVES TO HAVE A HIGH QUALITY CONTRACTED PROVIDER NETWORK THAT EXCEEDS ACCESSIBILITY REQUIREMENTS ISSUED BY REGULATORY AUTHORITIES, IS SERVICE FOCUSED, AND CULTURALLY DIVERSE IN ORDER TO MEET MEMBER NEEDS, BOTH IMMEDIATE AS WELL AS LONG RANGE. CARE ADVANTAGE MAINTAINS A FULLY STAFFED SERVICE CENTER THAT MEMBERS CAN ACCESS IN ORDER TO OBTAIN GUIDANCE ON ACCESSING NEEDED CARE. THE SERVICE CENTER CAN BE ACCESSED AT 877-874-3930. CARE ADVANTAGE CONTRACTS WITH BANNER HEALTH (BH) FOR BH TO PROVIDE PRIMARY HEALTH CARE SERVICES TO CARE ADVANTAGE'S ENROLLEES. BH PROVIDES ALMOST ALL OF THESE SERVICES AT ITS CLINICS THROUGH ITS EMPLOYED HEALTH CARE PROVIDERS. CARE ADVANTAGE ALSO CONTRACTS WITH INDEPENDENT PHYSICIANS ENGAGED IN THE PRIVATE PRACTICE OF MEDICINE TO PROVIDE PRIMARY AND SPECIALTY HEALTH CARE SERVICES TO CARE ADVANTAGE'S ENROLLEES AT THE PHYSICIANS' OWN FACILITIES ON A NON-EXCLUSIVE BASIS. IN ADDITION, CARE ADVANTAGE HAS NEGOTIATED WITH SEVERAL UNRELATED HOSPITALS TO PROVIDE INPATIENT AND OUTPATIENT HOSPITAL SERVICES TO CARE ADVANTAGE'S ENROLLEES. CARE ADVANTAGE ENSURES THAT ENROLLED BENEFICIARIES ARE ADEQUATELY INFORMED ABOUT THEIR HEALTH CARE BENEFITS, PROVIDING COUNSELING AND ASSISTANCE IN MAKING THE TRANSITION TO MANAGED CARE. CARE ADVANTAGE EDUCATES BENEFICIARIES REGARDING ACCESS TO HEALTH CARE, PROVIDING DIRECTION AS TO THE APPROPRIATE UTILIZATION OF HEALTH CARE FACILITIES AND ENCOURAGING THE USE OF PREVENTIVE HEALTH CARE MEASURES. CARE ADVANTAGE ALSO ENSURES THAT ENROLLED MEDICAID BENEFICIARIES OBTAIN APPROPRIATE HEALTH CARE BY ENSURING THAT PROVIDERS ARE AVAILABLE AND THAT SERVICES WILL BE PROVIDED IN A COORDINATED MANNER. 292459211 true false false false false false false false false true 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 1489 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 ROBBIE AUBREY Executive Director, CFO Medicaid 35.0 5.0 X 0 335980 25614 STEPHEN MACIAS CEO Medicare Advantage (THRU 02/22) 5.0 35.0 X 0 152541 2436 THERESA DORAZIO HEALTH PLAN COMPLIANCE DIRECTOR 5.0 35.0 X 0 242060 16518 KRISTINA CORLETTE FORMER SECRETARY 0.0 40.0 X 0 303330 21158 0 8623716 1806493 0 true true false 0 0 CAPITATION AND CONTRACT REVENUE 524114 307549018 307549018 0 0 0 0 307549018 1062693 1062693 0 0 0 0 0 0 0 0 0 308611711 307549018 0 1062693 0 0 13413959 13413959 2165 2165 3085465 3085465 3029 3029 6235266 0 6235266 0 1195720 1195720 688985 688985 126699 126699 127018 127018 708 708 120749 120749 111449 111449 134009 134009 Medical Claim Expense 292459211 292459211 Corporate Allocation 6025842 6025842 Collection Fees 813117 813117 Pharmacy Administration 1848842 1848842 3115137 0 3115137 0 329507370 292459211 37048159 0 75461568 87798755 0 0 0 0 23319567 39349212 0 0 0 0 0 0 0 0 156698 757264 1254966 1254966 0 0 0 0 0 0 0 0 0 1019746 98937833 128924977 152277 452581 0 0 23047357 43475484 0 0 0 0 0 0 0 0 0 43510643 73665015 66710277 117593080 X 32227556 11331897 0 0 32227556 11331897 98937833 128924977 -20895659 0 X false true X true false X 0 188053709 282232689 311662600 318691070 307549018 1408189086 0 0 0 188053709 282232689 311662600 318691070 307549018 1408189086 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1408189086 553980 1543990 261114 30109 1062693 3451886 0 553980 1543990 261114 30109 1062693 3451886 0 0 0 0 0 0 0 188607689 283776679 311923714 318721179 308611711 1411640972 0.9976 0.998 0 0.0 X 0 1254966 1254966 0 0 DUE TO AFFILIATES 41151991 MEDICAL CLAIM PAYABLE 25248470 DUE TO CTRS FOR MEDICARE & MEDICAID OTHER LIABILITIES 3799091 Pmt Rfrm Initiative liab 3465463 OTHER 73665015 X 308611711 0 0 308611711 0 0 308611711 329507370 0 0 329507370 0 0 329507370 Schedule D, Part X, Line 2 FIN 48 (ASC 740) footnote BUCA IS A NONPROFIT CORPORATION EXEMPT FROM INCOME TAXES UNDER INTERNAL REVENUE SERVICE CODE SECTION 501(C)(3). BUCA 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 ROBBIE AUBREY Executive Director, CFO Medicaid 0 256250 0 56999 0 22732 0 7362 0 18252 0 361595 0 0 THERESA DORAZIO HEALTH PLAN COMPLIANCE DIRECTOR 0 182999 0 45703 0 13358 0 6560 0 9958 0 258577 0 0 STEPHEN MACIAS CEO Medicare Advantage (THRU 02/22) 0 47954 0 104490 0 98 0 0 0 2436 0 154978 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 ROBBIE AUBREY $171 EMPLOYER 457(F) DEPOSIT: CHARLES LEHN $45,524 DENNIS LARAWAY $124,120 DONNA SICKLER $20,016 JAMES STRINGHAM $19,041 JEAN LANCE $15,761 JOSHUA LEE $20,652 Schedule J, Part I, Line 7 Non-fixed payments 1. THE INDIVIDUALS IDENTIFIED BELOW PARTICIPATE IN A LONG-TERM INCENTIVE PLAN (LTIP) COVERING THREE-YEAR CYCLES FROM 2019-2021, 2020-2022, 2021-2023, AND 2022-2024. THE LTIP WAS DESIGNED AT THE INITIATIVE OF THE BANNER BOARD OF DIRECTORS WITH THE ASSISTANCE OF WILLIS TOWERS WATSON, AND ALL COMPONENTS WERE APPROVED BY THE BOARD. THE PLANS' AREAS OF PERFORMANCE TARGETS INCLUDE: Starts Rating improvement, Transform Revenue Cycle ($ 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 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 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 BUCA DOES NOT HAVE EMPLOYEES, BUT SHARES THE COST OF PERSONNEL, SERVICES, AND EXPENSES WITH BANNER HEALTH, A RELATED TAX-EXEMPT ORGANIZATION. Form 990, Part VI, Line 15a PROCESS FOR DETERMINING COMPENSATION BUCA 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, ANY OF ITS AFFILIATES, AND ALL OTHER PERSONS WHO CONSTITUTE "DISQUALIFIED PERSONS" WITH RESPECT TO BUCA 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 BUCA - 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 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 THE 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 BUCA 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 BUCA 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 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 THE 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 BUCA officers. CHANGES TO THE FORM 990 ARE MADE IF NECESSARY. THE FINAL VERSION OF THE FORM 990 IS SIGNED BY a BUCA OFFICER and the return is made available to the governing body. Form 990, Part VI, Line 12c Conflict of interest policy BUCA HAS ADOPTED THE BANNER HEALTH 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 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. 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