2023-11-14T10:00:06-06:00 2022-12-31 ERNST & YOUNG US LLP 560 MISSION ST STE 1600 SAN FRANCISCO CA 94105 990 2022-01-01 942788906 SUTTER MEDICAL CENTER FOUNDATION % KENNETH YOUNG SUTT 9162866665 C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 Alison Sadler Int. Dir. of Philan. 9162866665 2023-11-01 true Alison Sadler 999009999 Eva Nitta P01286320 4158948000 2 2022 2023-04-26 12:10:37Z Alison Sadler C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95816 5010174 false X WWW.SUTTERHEALTH.ORG X 1981 CA SEE SCHEDULE O 15 13 0 14 0 0 3570127 1919991 1193341 1601799 5442557 1483344 45930 -13230 10251955 4991904 5464809 7743378 0 0 733436 1217361 0 0 0 587431 497046 6785676 9457785 3466279 -4465881 62341996 56509114 5331517 8847101 57010479 47662013 X SEE SCHEDULE O false false 8576884 7743378 1601799 SEE SCHEDULE O 8576884 true true false false false false false false false true false false false false true true false true false false false false false false true false false true false true false false false false false false false false false false false false false true true true false false true X 0 0 0 false false false false false true true false false false false false false X 15 13 false false false false true true true true true false false false true true true true true true true false CA X KENNETH YOUNG 9162866665 2300 RIVER PLAZA DRIVE SACRAMENTO CA 95833 X Rachael McKinney Hosp Area CEO, Central Valley 1.0 40.0 X 0 889315 92273 JODI DAVIS CHIEF PHILANTHROPY OFFICER-SH 0.0 40.0 X 0 691781 76379 Timothy Noakes CFO Hospital SMCS 1.0 40.0 X 0 542408 52818 Alison Sadler SH VP, Philanthropy 0.0 40.0 X 0 478784 70228 Lisa Hume Director of Philanthropy 2.0 40.0 X X 0 226095 22956 Sallie Adams MD TRUSTEE 1.0 0.0 X 0 0 0 Alex Castro TRUSTEE 1.0 0.0 X 0 0 0 Christine Dariotis TRUSTEE/chair 2.0 0.0 X X 0 0 0 Jennifer Parker Gallaway TRUSTEE 1.0 0.0 X 0 0 0 Scott Gordon TRUSTEE 1.0 0.0 X 0 0 0 Pete Halimi TRUSTEE 1.0 0.0 X 0 0 0 Amardeep Heyer MD Trustee 1.0 0.0 X 0 0 0 Katie Bellotti Porter TRUSTEE 1.0 0.0 X 0 0 0 Scott Rose TRUSTEE 1.0 0.0 X 0 0 0 Brian Taylor Esq TRUSTEE/Vice-Chair 2.0 0.0 X X 0 0 0 Kristen Thomas TRUSTEE 1.0 0.0 X 0 0 0 Megan Vincent Trustee 1.0 0.0 X 0 0 0 William Warne Esq TRUSTEE 1.0 0.0 X 0 0 0 Helen Yee TRUSTEE/Secretary 2.0 0.0 X X 0 0 0 0 2828383 314654 0 true true false 0 12412 43495 1864084 23873 1919991 HOSPITAL SUPPORT 900099 1601799 1601799 1601799 863198 863198 0 0 0 0 0 620146 620146 620146 620146 5040 43495 18270 -13230 -13230 0 0 0 0 0 0 0 4991904 1601799 1470114 X 7739832 7739832 3546 3546 0 0 0 0 764207 496735 267472 0 453154 297722 155432 0 0 0 0 0 0 112600 112600 0 0 10345 10345 45 45 0 0 1626 1626 0 0 0 0 0 33245 33245 SUTTER CHARGEBACKS 241425 241425 REGIONAL ALLOCATION 97302 26575 70727 WORKDAY EXPENSES 458 458 0 9457785 8576884 880901 0 0 0 2782463 953757 930307 645696 0 0 0 0 0 0 0 0 0 0 0 0 0 0 57747905 54030696 0 0 0 0 0 0 881321 878965 62341996 56509114 5320842 8838235 0 0 0 0 0 0 0 0 0 0 0 0 0 0 10675 8866 5331517 8847101 X 26648544 19824253 30361935 27837760 57010479 47662013 62341996 56509114 X -4465881 -4765062 -117523 X false true X true false X 3448755 3304240 974108 3570127 1919991 13217221 0 0 3448755 3304240 974108 3570127 1919991 13217221 5559995 7657226 729778 820012 989495 1019157 863198 4421640 78672 45930 124602 30218 7439 46494 84151 17847614 7407050 0.42903 0.44598 X SCHEDULE A, PART II CHANGES FROM PRIOR YEARS: DUE TO THE MERGER OF SUTTER SOLANO CHARITABLE FOUNDATION INTO SUTTER MEDICAL CENTER ON DECEMBER 31, 2020, AMOUNTS ON THIS SCHEDULE NOW INCLUDE COMBINED TOTALS FOR PRIOR YEARS. SCHEDULE A, PART II, LINE 10 OTHER INCOME: 2018: LIFE INSURANCE TRUE UP: $21,968. RENTS: $8,250. 2019: LIFE INSURANCE TRUE UP: $7,439. 2020: LIFE INSURANCE TRUE UP: $46,494. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 18972130 2460789 -162168 168499 21102252 17354503 16820 2029092 428285 18972130 17967610 39572 1649377 2302056 17354503 18083900 25385 1130950 1272625 17967610 18393853 54536 112222 476711 18083900 0.34830 0.32220 0.32950 false false 0 INSURANCE LIABILITIES 8866 8866 X SCHEDULE D, PART V, LINE 1E ENDOWMENT FUNDS TRANSFERRED: SUTTER SOLANO CHARITABLE FOUNDATION (SSCF), A RELATED 501(C)(3) ORGANIZATION, MERGED INTO SUTTER MEDICAL CENTER FOUNDATION ON 12/31/2020. THE ENDOWMENT FUNDS OF SSCF WERE TRANSFERRED INTO THE PERMANANT ENDOWMENTS OF SMCF. THEY WERE NETTED WITH PROGRAM EXPENDITURES SO THE TOTAL WAS EMBEDDED IN THE "OTHER EXPENDITURES LINE" IN 2021. SCHEDULE D, PART V, LINE 4 INTENDED USE OF ENDOWMENT FUNDS: DAVIS C. WAGNER - BOARD DESIGNATED: EARNINGS TO SUPPORT THE GENERAL USES OF SUTTER MEDICAL CENTER FOUNDATION. FOUNDATION ENDOWED - BOARD DESIGNATED: EARNINGS TO SUPPORT THE GENERAL USES OF SUTTER MEDICAL CENTER FOUNDATION. CHARITABLE LIFE INSURANCE ENDOWMENT - BOARD DESIGNATED: EARNINGS TO SUPPORT THE GENERAL USES OF SUTTER MEDICAL CENTER FOUNDATION. ONEIDA STAPP BROCK HOSPICE ENDOWMENT - PERMANENT: EARNINGS ARE TO SUPPORT HOSPICE PROGRAMS AND SERVICES. CANCER CENTER PROGRAMS AND SERVICES ENDOWMENT - PERMANENT: EARNINGS ARE TO SUPPORT CANCER PROGRAMS AND SERVICES. COSTA FAMILY HOSPICE ENDOWMENT - PERMANENT: EARNINGS TO SUPPORT HOSPICE NURSING CONTINUING EDUCATION AND HOSPICE PATIENT CARE. ORAL CRAWFORD CANCER RESEARCH ENDOWMENT - PERMANENT: EARNINGS TO SUPPORT CANCER RESEARCH. HOSPICE ENDOWMENT - PERMANENT: EARNINGS ARE TO SUPPORT CANCER HOSPICE PROGRAMS AND SERVICES. MICHAEL WOLFE ENDOWMENT FOR PEDIATRIC HEMATOLOGY-ONCOLOGY - PERMANENT: EARNINGS ARE TO SUPPORT THE PEDIATRIC HEMATOLOGY/ONCOLOGY FUND. THE RANELL'S FAMILY ENDOWMENT FOR CANCER - PERMANENT: EARNINGS TO SUPPORT CANCER PROGRAMS AND SERVICES. WEMMER ENDOWMENT - PERMANENT: Earnings to support the following: 20% to the pediatric child life fund, 30% to the Samaritan fund, 15% to the nurse scholarship fund, 5% to the resource library fund, 5% to the pet therapy fund, and 25% to be based on the recommendation of the Ken and Muriel Wemmer Distribution Committee (benefiting patients and family members of patients rather than capital, equipment or administrative expenses). LIBRARY ENDOWMENT - PERMANENT: Earnings to support the Sutter Medical Resource Library. McGriff Nursing Scholarship Endowment - PERMANENT: Earnings to support Sutter Medical Center Sacramento employees pursuing a nursing degree or seeking an advanced nursing degree. LeMaitre Cancer Endowment - PERMANENT: Earnings to support the purchase of equipment for the diagnosis and treatment of cancer. The Director of the Sutter Cancer Center shall have discretion to apply 25% of the annual expendable distribution towards the VIP parking for cancer patients. Zimmerman Endowment - Supports the Zimmerman Patient Care Fund. SMCF J. and L. Robinson Technology Endowment: To support innovative technology to enhance patient care and research, consistent with the charitable purposes of SMCF. SMCF Ken and Murial Wemmer Quasi-Endowment Fund: Quasi-endowment corpus designated by the SMCF Board of Trustees (existing funds transferred from Area of Greatest need to Quasi endowment) SCHEDULE D, PART X, LINE 2 ASC 740 FOOTNOTE FROM AUDIT: THIS ORGANIZATION WAS PART OF A CONSOLIDATED FINANCIAL SYSTEM AUDIT. THE ASC 740 AUDIT FOOTNOTE DISCLOSURE FOR THE SUTTER SYSTEM IS AS FOLLOWS: SUTTER HEALTH AND MANY AFFILIATES HAVE BEEN DETERMINED TO BE EXEMPT ORGANIZATIONS BY THE INTERNAL REVENUE SERVICE AND THE CALIFORNIA FRANCHISE TAX BOARD AND GENERALLY ARE NOT SUBJECT TO TAXES ON INCOME. CERTAIN ACTIVITIES OF SUTTER ARE SUBJECT TO INCOME TAXES; HOWEVER, SUCH ACTIVITIES ARE NOT SIGNIFICANT TO THE CONSOLIDATED FINANCIAL STATEMENTS. WITH RESPECT TO ITS TAXABLE ACTIVITIES, SUTTER RECORDS INCOME TAXES USING THE LIABILITY METHOD, UNDER WHICH DEFERRED TAX ASSETS AND LIABILITIES ARE DETERMINED BASED ON THE DIFFERENCES BETWEEN THE FINANCIAL ACCOUNTING AND TAX BASIS OF ASSETS AND LIABILITIES. DEFERRED TAX ASSETS OR LIABILITIES AT THE END OF EACH PERIOD ARE DETERMINED USING THE CURRENTLY ENACTED TAX RATE EXPECTED TO APPLY TO TAXABLE INCOME IN THE PERIODS THAT THE DEFERRED TAX ASSET OR LIABILITY IS EXPECTED TO BE REALIZED OR SETTLED. SUTTER RECOGNIZES THE TAX BENEFIT FROM UNCERTAIN TAX POSITIONS, ONLY IF IT IS MORE LIKELY THAN NOT THAT THE TAX POSITIONS WILL BE SUSTAINED ON EXAMINATION BY THE TAX AUTHORITIES, BASED ON THE TECHNICAL MERITS OF THE POSITION. THE TAX BENEFIT IS MEASURED BASED ON THE LARGEST BENEFIT THAT HAS A GREATER THAN 50% LIKELIHOOD OF BEING REALIZED UPON ULTIMATE SETTLEMENT. THE STATUTE OF LIMITATIONS FOR TAX YEARS 2019 THROUGH 2021 REMAINS OPEN IN U.S. TAX JURISDICTIONS IN WHICH SUTTER AND ITS AFFILIATES ARE SUBJECT TO TAXATION. SUTTER RECOGNIZES INTEREST AND PENALTIES RELATED TO INCOME TAX MATTERS IN OPERATING EXPENSES. THERE WERE NO SUCH UNCERTAIN TAX POSITIONS RECOGNIZED FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021. CA Generosity Gala 48535 43495 5040 1174 2525 470 14101 NONE 0 48535 43495 5040 1174 2525 470 14101 18270 -13230 true SUTTER VALLEY HOSPITALS 2200 River Plaza Drive SACRAMENTO CA 95833 941156621 501(C)(3) 7338867 PROGRAM & CAPITAL Sutter Visiting Nurse Association & Hospice 2200 River Plaza Drive Sacramento CA 95833 946068843 501(c)(3) 216638 PROGRAM SUPPORT Sutter Valley Medical Foundation 2200 River Plaza Drive Sacramento CA 95833 680273974 501(c)(3) 176348 Program Support Sutter Bay Medical Foundation 2200 River Plaza Drive Sacramento CA 95833 941156581 501(c)(3) 5980 PROGRAM SUPPORT 4 SCHEDULE I, PART I, LINE 2 PROCEDURE FOR MONITORING USE OF GRANT FUNDS: 1. Various departments of the hospital request funding from the foundation. 2. Foundation reviews and approves the hospitals request. 3. The approval is sent to the requesting department. 4. The requesting department provides the foundation support materials that substantiate the costs incurred. 5. Foundation reviews support materials and releases the funds. false true false false false false false true false Rachael McKinney Hosp Area CEO, Central Valley 0 623633 0 207712 0 57970 0 57865 0 34408 0 981588 0 42484 JODI DAVIS CHIEF PHILANTHROPY OFFICER-SH 0 479569 0 139846 0 72366 0 47865 0 28514 0 768160 0 54187 Timothy Noakes CFO Hospital SMCS 0 450149 0 54277 0 37982 0 32065 0 20753 0 595226 0 27203 Alison Sadler SH VP, Philanthropy 0 365805 0 70615 0 42364 0 49665 0 20563 0 549012 0 36084 Lisa Hume Director of Philanthropy 0 206984 0 16951 0 2160 0 4436 0 18520 0 249051 0 0 SCHEDULE J, PART I, LINE 3 SUPPLEMENTAL COMPENSATION INFORMATION: THE COMPENSATION FOR THE POSITION OF EXECUTIVE DIRECTOR/TOP MANAGEMENT OFFICIAL IS DETERMINED THROUGH A QUANTITATIVE POINT FACTOR REVIEW OF THE KNOW-HOW, PROBLEM SOLVING, AND ACCOUNTABILITY ASSOCIATED WITH A GIVEN POSITION AS IDENTIFIED IN THE DETAILED POSITION DESCRIPTION. ADDITIONALLY, ALL APPLICABLE MARKET SALARY SURVEY DATA IS REVIEWED TO ENSURE THE POSITION IS BOTH INTERNALLY EQUITABLE AND EXTERNALLY COMPETITIVE/MARKET APPROPRIATE. SEE SCHEDULE O NARRATIVE FOR PART VI, LINE 15 FOR A FULL DESCRIPTION OF THE COMPENSATION APPROVAL PROCESS. SCHEDULE J, PART I, LINE 4B NONQUALIFIED RETIREMENT PLAN: CERTAIN INDIVIDUALS PAID BY SUTTER HEALTH PARTICIPATE IN A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN. THE PURPOSE OF THE NONQUALIFIED RETIREMENT PLAN IS TO PROVIDE SUTTER HEALTH EXECUTIVES WITH A COMPETITIVE RETIREMENT BENEFIT CONSISTENT WITH SUTTER HEALTH'S OVERALL COMPENSATION PHILOSOPHY FOR ALL EMPLOYEES. CONTRIBUTIONS ARE DESIGNED TAKING INTO CONSIDERATION LOST RETIREMENT BENEFITS THAT WOULD OTHERWISE BE OBTAINED THROUGH THE QUALIFIED PENSION PLAN. SUTTER'S PLANS ARE DESIGNED CONSISTENT WITH COMPETITIVE INDUSTRY PRACTICES. THE RETIREMENT PLAN FOR SUTTER HEALTH EMPLOYEES IS A COMBINATION OF 403(B) EMPLOYER MATCH CONTRIBUTIONS AND QUALIFIED PENSION PLAN BENEFITS. SUTTER HEALTH EXECUTIVES ARE GENERALLY INELIGIBLE FOR EMPLOYER MATCH CONTRIBUTIONS. TO ENSURE A COMPETITIVE RETIREMENT BENEFIT, SUTTER HEALTH MAKES AN ANNUAL CONTRIBUTION TO A NON-QUALIFIED 457(F) PLAN FOR ITS EXECUTIVES. THE FORMULA PROVIDES 6% TO 12% OF BASE SALARY PLUS ANNUAL INCENTIVE AWARD (COMMENSURATE WITH MANAGEMENT LEVEL). CONTRIBUTIONS ARE ALSO MADE FOR A SMALL GROUP OF SENIOR LEVEL EXECUTIVES WHOSE ESTIMATED RETIREMENT BENEFIT (SOCIAL SECURITY PLUS QUALIFIED PLAN BENEFITS PLUS 457(F)) FALLS BELOW 50% - 65% OF FINAL 4-YEAR AVERAGE BASE SALARY WHEN RETIRING AT AGE 65 WITH 22.5 YEARS OF SERVICE. TARGET BENEFIT LEVELS ARE DISCOUNTED FOR YEARS OF SERVICE LESS THAN 22.5 AT AGE 65. UNLIKE SUTTER HEALTH'S QUALIFIED PENSION PLAN WHERE EMPLOYEE BENEFITS ARE GUARANTEED (I.E., A DEFINED BENEFIT), SUTTER'S NON-QUALIFIED PLAN BENEFITS ARE NOT GUARANTEED BY SUTTER HEALTH. INVESTMENT RISK IS BORNE BY PARTICIPANTS AND BENEFITS ARE NOT PROTECTED SHOULD SUTTER HEALTH BECOME INSOLVENT. SCHEDULE J, PART I, LINE 7 NON-FIXED PAYMENTS: SPOT AWARDS ARE INFREQUENTLY USED TO REWARD EMPLOYEES. THERE ARE NO SPECIFIC GUIDELINES FOR THE AMOUNT OF THE SPOT AWARD. AVERAGE AMOUNT OF SPOT AWARDS TEND TO NOT EXCEED 5% TO 15% OF GROSS ANNUAL SALARY. ANNUAL INCENTIVE PLAN (AIP): THE PURPOSE OF THE PLAN IS TO FOCUS EXECUTIVES ON SPECIFIC, SHORTER-TERM GOALS THAT ARE CRITICAL TO THE ACHIEVEMENT OF AFFILIATE, OPERATING UNIT AND SYSTEM-WIDE OBJECTIVES THAT DRIVE OVERALL ORGANIZATION PERFORMANCE. LONG TERM PERFORMANCE PLANS SUTTER HEALTH ALSO EMPLOYS LONG TERM PERFORMANCE PLANS WHICH ARE DESIGNED TO FOCUS ON LONGER TERM STRATEGIC OBJECTIVES OF THE ORGANIZATION. SUTTER'S LONG TERM PERFORMANCE PLAN APPROACH IS A COMBINATION OF BOTH LONGER TERM MEASURES OF ORGANIZATION SUCCESS AND KEY ORGANIZATION STRATEGIES WHICH REQUIRE THE COMBINED EFFORT OF ALL LEADERSHIP TO ACHIEVE SUCCESS. SUTTER USES A COMMON FATE APPROACH IN THAT ALL LONG TERM PERFORMANCE PLAN PARTICIPANTS ARE MEASURED AGAINST THE SAME, ORGANIZATION-WIDE CRITERIA VS. INDIVIDUAL EFFORTS. THIS FOSTERS A COMMON PURPOSE ACROSS LEADERSHIP AND A SHARED SENSE OF ACCOUNTABILITY FOR THE OVERALL SUCCESS OF SUTTER HEALTH. IN ALL CASES, THE COMPENSATION COMMITTEE OF THE BOARD DETERMINES ACHIEVEMENT OF ORGANIZATION GOALS AND MAKES FINAL AWARD DETERMINATION WHICH MAY RESULT IN A REDUCTION OF AWARD IF APPROPRIATE. ALL SENIOR EXECUTIVE AWARDS ARE REVIEWED FOR COMPENSATION REASONABLENESS AND APPROVED PRIOR TO PAYMENT BY THE COMPENSATION COMMITTEE. FORM 990, PART I, LINE 1 AND PART III, LINE 1 MISSION STATEMENT: Sutter Medical Center Foundation promotes philanthropy in support of Sutter Medical Center, Sacramento, whose mission is to enhance the well-being of people in the communities we serve through a not-for-profit commitment to compassion and excellence in health care services. FORM 990, PART III, LINE 4A PROGRAM SERVICE ACCOMPLISHMENTS: Through philanthropy, Sutter Health is able to practice the most innovative, technologically-advanced medicine possible and meet the critical health care demands of our time. In 2022, Sutter Medical Center Foundation provided over $7.7 million in philanthropic gifts to support programs, services and equipment to ensure the highest level of excellence in patient care. The list below highlights our allocation of gifts. The allocated funds went to the following programs, services, and equipment: . Bone Marrow Transplant Cryopreservation Lab . Cancer Programs and Services . Children's Programs and Services . Hands Free Chest Compression Systems . Critical Care Transport Monitors . Hattie's House . Hospice Programs . Hospital Patient Bed Replacements . Minimally Invasive Surgery Video and Camera Upgrade . Music Therapy . Oncology Team Room . Neoview Neonatal Intubation Equipment . NICU . Neuroscience Programs and Services . Patient Assistance . Pediatric Audiology Audioscan Verifit . Pet Therapy . Staff Scholarships and Training . Surgical Services Microscopes . Surgical Services Scopes . Surgical Services Stealth Fusion . Sutter Institute for Medical Research . Women's Programs and Services Your support helped heal neighbors in your own community by bringing new innovations that allow us to provide the highest-quality health care, services and technologies close to home. With donor contributions, we were able to purchase leading-edge equipment, launch and continue programs that supported critical needs in our communities, help our physicians and staff save lives and fulfill our not-for-profit mission. FORM 990, PART V, LINE 2A & PART VII, LINE 1A & PART IX, LINE 7 EMPLOYEE SUPPLEMENTAL INFORMATION: SUTTER MEDICAL CENTER FOUNDATION DOES NOT HAVE EMPLOYEES BUT SHARES THE COSTS OF PERSONNEL, SERVICES, FACILITIES AND EXPENSES WITH ITS PARENTS: SUTTER HEALTH AND SUTTER VALLEY HOSPITALS. FORM 990, PART VI, LINES 6, 7A Classes of Persons and the Nature of Their Rights: THIS CORPORATION IS AN AFFILIATE OF SUTTER VALLEY HOSPITALS, A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION. SUTTER VALLEY HOSPITALS IS THE SOLE MEMBER WITH THE RIGHT TO ELECT AT LEAST A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS. FORM 990, PART VI, LINE 7B Classes of Persons, Decisions Requiring Approval & Type of Voting Rights: SUTTER VALLEY HOSPITALS AS THE SOLE MEMBER OF THE ORGANIZATION IS ENTITLED TO EXERCISE FULLY ALL RIGHTS AND PRIVILEGES OF MEMBERS OF NONPROFIT CORPORATIONS UNDER THE CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION LAW, AND ALL OTHER APPLICABLE LAWS. THE MEMBER HAS THE RIGHTS AND POWERS TO APPOINT (AND REMOVE) MEMBERS OF THE CORPORATION'S BOARD OF DIRECTORS, SUBJECT TO THE PROVISIONS OF THE BYLAWS, IN ADDITION, THE MEMBER HAS THE RIGHT TO APPROVE THE FOLLOWING ACTIONS OF THE CORPORATION'S BOARD OF DIRECTORS. A. MERGER, CONSOLIDATION, REORGANIZATION, OR DISSOLUTION OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; B. AMENDMENT OR RESTATEMENT OF THE ARTICLES OF INCORPORATION OR THE BYLAWS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; C. ADOPTION OF OPERATING BUDGETS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY, INCLUDING CONSOLIDATED OR COMBINED BUDGETS OF THE CORPORATION AND ALL SUBSIDIARY ORGANIZATION OF THE CORPORATION; D. ADOPTION OF CAPITAL BUDGETS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; E. AGGREGATE OPERATING OR CAPITAL EXPENDITURES ON AN ANNUAL BASIS THAT EXCEED APPROVED OPERATING OR CAPITAL BUDGETS BY A SPECIFIED DOLLAR AMOUNT TO BE DETERMINED FROM TIME TO TIME BY THE GENERAL MEMBER; F. LONG-term or material agreements of the Corporation or any subsidiary or affiliate entity including, but not limited to, borrowings, equity financings, capitalized leases and installment contracts; and purchase, sale, lease, disposition, hypothecation, exchange, gift, pledge, or encumbrance of any asset, real or personal, with a fair market value in excess of the signature authority of the President of the General Member; G. Appointment of an independent auditor by the Corporation or any subsidiary or affiliate entity; H. The hiring of independent counsel by the Corporation or any subsidiary or affiliate entity; I. The creation or acquisition of any subsidiary or affiliate entity, as that term is defined in California Corporations Code Section 1501; J. Contracting with any third party for all or substantially all of the management of the assets or operations of the Corporation or any subsidiary or affiliate entity; K. Approval of business plans to develop major programs and clinical services of the Corporation or any subsidiary or affiliate entity. Major new programs and clinical services shall include, but not be limited to: (i) any new programs or services that require approval and/or additional licensure from any regulatory agency, or (ii) any other programs or services the General Member deems major; L. Approval of strategic plans of the Corporation or any subsidiary or affiliate entity; M. Adoption of quality improvement policies not in conformity with policies established by the General Member; N. Any self-dealing transaction between a Trustee of the Corporation and the Corporation or a subsidiary of the Corporation; or O. Rehiring, contracting with, or otherwise compensating a Sutter Health Executive, or any officer or member of management of the Corporation, its General Member, or any subsidiary or affiliate entity after their employment has ended. FORM 990, PART VI, LINE 11B PROCESS USED BY MANAGEMENT AND/OR GOVERNING BODY TO REVIEW FORM 990: SUTTER HEALTH HAS A CENTRALIZED TAX DEPARTMENT RESPONSIBLE FOR THE PREPARATION OF THE FORM 990. ANNUALLY THE TAX DEPARTMENT PROVIDES TRAINING AND EDUCATION TO AFFILIATE PERSONNEL WHO ASSIST THE TAX DEPARTMENT IN COLLECTING AND REVIEWING DATA TO BE REPORTED ON THE FORM 990. THE PREPARATION MATERIAL IS REVIEWED BY VARIOUS DEPARTMENTS INCLUDING TAX, FINANCE, LEGAL, AND HUMAN RESOURCES. A NATIONAL ACCOUNTING FIRM PREPARES AND/OR REVIEWS THE RETURN. A COMPLETED RETURN IS THEN REVIEWED BY THE TAX DEPARTMENT, AND THE AFFILIATE BEFORE THE RETURN IS FILED. FORM 990, PART VI, LINE 12 PROCESS TO MONITOR TRANSACTIONS FOR CONFLICTS OF INTEREST: EMPLOYEES ARE EDUCATED ON THE CONFLICT OF INTEREST POLICY AND THE NEED TO MAKE DISCLOSURE AS PART OF ANNUAL COMPLIANCE EDUCATION. IN ADDITION, ANNUALLY A DISCLOSURE STATEMENT IS COMPLETED BY ALL DIRECTORS, OFFICERS AND KEY EMPLOYEES. ON THIS STATEMENT THE INDIVIDUAL WILL LIST A WIDE RANGE OF INFORMATION WHICH INCLUDES BUSINESS RELATIONSHIPS, EMPLOYMENT RELATIONSHIPS, PROPERTY INTERESTS, AND THOSE OF RELATED PARTIES. IF THERE IS A POTENTIAL CONFLICT OF INTEREST RELATED TO A PARTICULAR TRANSACTION, THE INTERESTED INDIVIDUAL MUST DISCLOSE THE EXISTENCE AND NATURE OF THE RELATIONSHIP. THE BOARD CHAIR MAY APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE THE CONFLICT. THE BOARD MAY CONSULT WITH THE OFFICE OF THE GENERAL COUNSEL AS NECESSARY. UNTIL THE POTENTIAL CONFLICT IS RESOLVED, THE BOARD CHAIR (OR COMMITTEE CHAIR AS APPLICABLE) MAY REQUEST THE INDIVIDUAL TO NOT PARTICIPATE DURING RELATED PRESENTATIONS AND DISCUSSIONS. IN ALL CIRCUMSTANCES INVOLVING AN ACTUAL CONFLICT, THE INTERESTED INDIVIDUAL SHALL LEAVE THE ROOM PRIOR TO THE BOARD'S FINAL DISCUSSION AND VOTE. FORM 990, PART VI, LINE 15A PROCESS FOR DETERMINING TOP MANAGEMENT OFFICIAL COMPENSATION: THE COMPENSATION FOR THE POSITION OF THE TOP MANAGEMENT OFFICIAL IS DETERMINED THROUGH A QUANTITATIVE REVIEW OF PEER EQUITY DATA AND APPLICABLE NATIONAL MARKET SALARY SURVEY DATA REGRESSED TO ENTITY OPERATING REVENUE SIZE TO ENSURE THE POSITION IS BOTH INTERNALLY EQUITABLE AND EXTERNALLY COMPETITIVE/MARKET APPROPRIATE. THE COMPENSATION COMMITTEE OF SUTTER HEALTH ANNUALLY REVIEWS AND APPROVES COMPENSATION, AND SUCH APPROVAL IS RECORDED IN THE MINUTES OF SUTTER HEALTH. THE 2022 EXECUTIVE COMPENSATION APPROVAL WAS COMPLETED IN FEBRUARY 2022. FORM 990, PART VI, LINE 15B PROCESS FOR DETERMINING OTHER OFFICERS OR KEY EMPLOYEE COMPENSATION: FOR SUTTER HEALTH EMPLOYEES THE COMPENSATION COMMITTEE OF THE SUTTER HEALTH BOARD OF DIRECTORS RETAINS ULTIMATE DISCRETIONARY AUTHORITY OVER ALL ELEMENTS OF COMPENSATION TO ASSURE THAT ORGANIZATIONAL PURPOSES ARE APPROPRIATELY BEING SERVED. THE COMPENSATION COMMITTEE USES CREDIBLE INDEPENDENT DATA SOURCES AND MAINTAINS AN OBJECTIVE "ARMS LENGTH" DECISION-MAKING PROCESS, ENSURING THE INTEGRITY OF SUTTER'S EXECUTIVE PROGRAMS AND CONSISTENCY WITH THE ORGANIZATION'S OVERALL MISSION. TO ENSURE EXTERNAL COMPETITIVENESS, NATIONAL COMPENSATION DATA COMPARISONS ARE REVIEWED. COMPETITIVE ANALYSIS INCLUDES: (A) BASE SALARY, (B) TOTAL CASH (BASE SALARY + ANNUAL INCENTIVE), (C) TOTAL DIRECT CASH (BASE SALARY + ANNUAL INCENTIVE + LONG TERM INCENTIVE) AND (D) TOTAL REMUNERATION (BASE SALARY + ANNUAL INCENTIVE + BENEFITS AND LONG TERM INCENTIVE). FOR THE MOST SENIOR EXECUTIVE POSITIONS, NATIONAL COMPARISONS FOR ORGANIZATIONS SIMILAR IN SIZE, SCOPE AND COMPLEXITY AS SUTTER HEALTH ARE MOST APPROPRIATE SINCE IT IS A NATIONAL MARKETPLACE IN WHICH SUTTER COMPETES FOR EXECUTIVE TALENT. CONVERSELY, BECAUSE UNDERLYING COMPENSATION STRUCTURE IN THE SAN FRANCISCO BAY AREA IS HIGHER THAN NATIONAL DATA, REGIONAL PAY ADJUSTMENTS MAY BE MADE. COMPENSATION FOR OFFICERS AND KEY EMPLOYEES OF THIS ORGANIZATION UNDERGO A REVIEW AND COMPENSATION COMMITTEE APPROVAL ANNUALLY, AND SUCH APPROVAL IS RECORDED IN THE MINUTES. THE 2022 EXECUTIVE COMPENSATION APPROVAL WAS COMPLETED IN FEBRUARY 2022. FORM 990, PART VI, LINE 19 AVAILABILITY OF GOVERNING DOCUMENTS, COI POLICY, & FINANCIAL STATEMENTS: THE SUTTER HEALTH SYSTEM POSTS ITS CURRENT AND PAST AUDITED FINANCIAL STATEMENTS AT SUTTERHEALTH.ORG. OTHER DOCUMENTS ARE ALSO LOCATED AT THIS WEBSITE INCLUDING THE ANNUAL REPORT, MISSION STATEMENT, HISTORY, AND LINKS TO AFFILIATE WEBSITES. THE GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE NOT AVAILABLE TO THE PUBLIC AT THIS TIME. FORM 990, PART VII, SECTION A COMPENSATION OF BOARD MEMBERS: BOARD MEMBERS OF THE ORGANIZATION WHO RECEIVED COMPENSATION WERE PAID FOR OTHER SERVICES PROVIDED TO RELATED ENTITIES. THEY RECEIVED NO COMPENSATION FOR THEIR SERVICE AS A BOARD MEMBER OF THIS ORGANIZATION. COMMON LAW EMPLOYEES: INDIVIDUALS LISTED AS OFFICERS AND KEY EMPLOYEES OF THE ORGANIZATION THAT ARE PAID FULLTIME BY A RELATED ORGANIZATION ARE COMMON LAW EMPLOYEES OF SUTTER HEALTH, A SEPARATE LEGAL ENTITY. IT IS THE INTENTION OF SUTTER HEALTH AND THE FILING ORGANIZATION TO MAKE INFORMATION ACCESSIBLE AND TRANSPARENT, REPORTING THOSE SUTTER HEALTH EMPLOYEES WHO HAVE OFFICER AND KEY EMPLOYEE RESPONSIBILITIES TO THE FILING ORGANIZATION. FORM 990, PART XI, LINE 9 OTHER CHANGES IN NET ASSETS: CHANGES IN SPLIT INTEREST: $(117,523) CALIFORNIA PACIFIC MEDICAL CTR FOUND C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942728423 FUNDRAISING CA 501(C)(3) 7 SUTTER BH true EAST BAY PERINATAL CENTER C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 510172285 HEALTHCARE CA 501(C)(3) 3 SUTTER BH true MILLS-PENINSULA HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 237288765 FUNDRAISING CA 501(C)(3) 7 Sutter BH true SUTTER BAY MEDICAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 941156581 HEALTHCARE CA 501(C)(3) 3 SUTTER HLTH true SUTTER AUBURN FAITH HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942594966 FUNDRAISING CA 501(C)(3) 7 SUTTER VH true SUTTER COAST HOSPITAL C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942988520 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER DAVIS HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680217870 FUNDRAISING CA 501(C)(3) 7 SUTTER VH true SUTTER HEALTH 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942788907 SUPPORTING OR CA 501(C)(3) 12c-III-FI NA false SUTTER HEALTH PACIFIC 91-2301 FT WEAVER RD EWA BEACH HI 96706 990298651 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER VALLEY HOSPITALS C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 941156621 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER INSURANCE SERVICES CORPORATION 745 FORT STREET SUITE 1100 HONOLULU HI 96813 990289310 INSURANCE SER HI 501(C)(3) 12C-III-FI SUTTER HLTH true SUTTER VALLEY MEDICAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680273974 HEALTH CARE CA 501(C)(3) 3 SUTTER HLTH true SUTTER ROSEVILLE MEDICAL CTR FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680040113 FUNDRAISING CA 501(C)(3) 7 SUTTER VH true SUTTER VISITING NURSE ASSOC AND HOSPICE C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 946068843 HEALTH CARE CA 501(C)(3) 10 SUTTER HLTH true SUTTER BAY HOSPITALS C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 940562680 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true TRACY HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680318845 FUNDRAISING CA 501(C)(3) 12A-I SUTTER VH true MEMORIAL HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942290244 FUNDRAISING CA 501(C)(3) 12A-I Sutter VH true SUTTER HEALTH PLAN C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 461183948 HEALTH PLAN CA 501(c)(4) N/A SH true SURGery CENTER OF ABSMC 3875 TELEGRAPH AVE OAKLAND CA 94609 470946086 PATIENT CARE CA ALTA CT SERVICES LP 2125 OAK GROVE ROAD WALNUT CREEK CA 94598 943083464 PATIENT CARE CA CALIFORNIA PACIFIC ADV IMAGING PO BOX 6102 NOVATO CA 94948 562311840 PATIENT CARE CA SAN FRANCISCO ENDOSCOPY CTR C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 912160588 PATIENT CARE CA SUTTER FAIRFIELD SURGERY CTR C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 300233892 PATIENT CARE CA SUTTER AMADOR SURGERY CTR C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 461398093 PATIENT CARE CA ROSEVILLE ENDOSCOPY CTR C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 870710513 PATIENT CARE CA MEMORIAL MEDICAL OFFICE BUILDING PHASE 2 1800 COFFEE MODESTO CA 95355 770234236 OFFICE RENTAL CA Magnetic Imaging Affiliates LLC 2125 OAK GROVE ROAD WALNUT CREEK CA 94598 473696091 PATIENT CARE CA STANISLAUS SURGICAL HOSPITAL 1421 OAKDALE RD MODESTO CA 95355 911754157 PATIENT CARE CA ASC OPERATORS SANTA ROSA C/O SH TX 2200 RIVER PLAZA SACRAMENTO CA 95833 263386169 CARE MANAGEMENT CA Divisadero Holdings LLC C/O SH Tax 2200 River Plaza Dr Sacramento CA 95833 320621050 CARE MANAGEMENT CA PENINSULA ENDOSCOPY CENTER LLC c/o SH Tax 2200 River Plaza Dr Sacramento CA 95833 271905059 PATIENT CARE CA South Placer Surgery Center 8 Medical Plaza Drive Suite 100 Roseville CA 95661 421540694 Patient Care CA Sacramento Surgery Center Associates LP 1800 Tribute Road Suite 100 SACRAMENTO CA 95815 680516588 Patient Care CA Fort Sutter Surgery Center 2801 K STREET SACRAMENTO CA 95816 680116391 Patient Care CA Sutter Alhambra Surgery Center 1201 Alhambra Blvd Suite 110 SACRAMENTO CA 95816 631221949 Patient Care CA Auburn Surgical Center 148 Maple Street Suite F Auburn CA 95603 364123623 Patient Care CA ASC Operators LLC 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 208970704 Care Management CA D E SHAW ALL COUNTRY GLOBAL ALPHA PLUS 1166 AVENUE OF THE AMERICAS - 9TH F NEW YORK NY 10036 832024364 Investment DE ICG CREDIT OPPORTUNITIES FUND 1A LP 11111 SANTA MONICA BLVD SUITE 2100 LOS ANGELES CA 90025 825045573 Investment DE ICG CREDIT OPPORTUNITIES FUND 2A LP 11111 SANTA MONICA BLVD SUITE 2100 LOS ANGELES CA 90025 852303976 Investment DE MAKENA REAL ESTATE II LP 2755 Sand Hill Road Suite 200 Menlo Park CA 94025 981298071 Investment CJ D E SHAW ALL COUNTRY GLOBAL ALPHA LL 1166 AVENUE OF THE AMERICAS - 9TH F NEW YORK NY 10036 882890454 Investment DE ICG CREDIT OPPORTUNITIES FUND LP 11111 SANTA MONICA BLVD SUITE 2100 LOS ANGELES CA 90025 814220441 Investment DE ICG SPECIAL OPPORTUNITIES FUND I LP 11111 SANTA MONICA BLVD SUITE 2100 LOS ANGELES CA 90025 863196460 Investment DE CHARITABLE REMAINDER TRUST-3 PO BOX 160727 SACRAMENTO CA 95816 CRT CA SMCF NORTHWOOD EUROPE TE FEEDER LP 1819 WAZEE STREET 2ND FLOOR DENVER CO 80202 981272216 HOLDING COMPANY CJ NA C CORP true SUTTER HEALTH DEFERRED COMP PLANS' TRUST 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 276851989 RABBI TRUST CA NA TRUST true Lyxsop Segregated Portfolio 1 PO box 10008 Willow House Cricket Square grand cayman CJ KY1-10001 INVESTMENT CJ N/A c CORP true Lyxsop Segregated Portfolio 2 PO box 10008 Willow House Cricket Square grand cayman CJ KY1-10001 INVESTMENT CJ N/A c corp true AQR REAL RETURN OFFSHORE FUND LP 89 NEXUS WAY CAMANA BAY GRAND CAYMAN CJ KY1-9009 980700570 Investment CJ N/A C Corp true BRIGADE LEVERAGED CAPITAL STRUCTURE OFFS ONE NEXUS WAY CAMANA BAY GRAND CAYMAN CJ KY1-9005 981020330 Investment CJ N/A C Corp true false true false false false false false false false false false true false false true true true false false SUTTER VALLEY HOSPITALS P 3077181 FMV SUTTER VALLEY HOSPITALS B 7338867 FMV SUTTER VALLEY HOSPITALS L 1601799 FMV Sutter Valley Medical Foundation P 151962 FMV Sutter Valley Medical Foundation B 176348 FMV Sutter Visiting Nurses Association & Hospice P 129827 FMV Sutter Visiting Nurses Association & Hospice B 216638 FMV