2023-11-15T17:40:27+00:00 2022-12-31 440160260 FORVIS LLP 910 E ST LOUIS 200/PO BOX 1190 SPRINGFIELD MO 658062523 990 2022-01-01 810868782 TMC One TMCO 5203241048 5301 E Grant Road Tucson AZ 85712 STEVE REICHLING SR VP & CFO 5203241048 2023-11-16 true STEVE REICHLING 999009999 true Brian D Todd P00422601 4178658701 2023-11-15 2022 2023-04-26 12:10:37Z Judith Rich 5301 E Grant Road Tucson AZ 85712 20583938 false X WWW.TMCAZ.COM X 2015 AZ To own and operate medical clinics and physician's practices for the benefit of the community and the tmc healthcare system. 2 0 112 0 0 0 0 16736881 20583938 0 0 0 0 16736881 20583938 0 0 0 0 16223953 19915268 0 0 512927 668670 16736880 20583938 1 0 689031 754222 1902254 2206400 -1213223 -1452178 To own and operate medical clinics and physician's practices for the benefit of the community and tmc healthcare system. false false 20558652 20583938 To own and operate medical clinics and physician's practices for the benefit of the community and the tmc healthcare system. 20558652 true false false false false false false false false false false false false false true false 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 false false false true 0 0 112 false false false false false false false false false false false false false X 2 0 false false false false true true true false false false false false true true true true true true true false X Steve Reichling 5203242113 5301 E Grant Road Tucson AZ 85712 Judith Rich Chief Executive Officer 1.0 39.0 X X 0 1666636 60661 STEPHEN BUSH CHIEF FINANCIAL OFFICER 1.0 39.0 X X 0 843583 67434 CHANG-KUN C CHOI PHYSICIAN 40.0 0 X 551454 0 67874 FRANCISCO PACHECO PHYSICIAN 40.0 0 X 454273 0 41862 IVES R DE CHAZAL PHYSICIAN 40.0 0 X 525405 0 74854 REHAM ABDOU PHYSICIAN 40.0 0 X 524836 0 58928 ROBERT M Aaronson PHYSICIAN 40.0 0 X 696524 0 74898 2752492 2510219 446511 0 false true false 0 0 Physician Offices 621110 20583938 20583938 0 0 0 0 20583938 0 0 0 0 0 0 0 0 0 20583938 20583938 0 0 17524446 17502648 21798 355864 355864 976058 972840 3218 1058900 1058630 270 24670 24670 0 0 24 24 6439 6439 2252 2252 223511 223511 RECRUITING AND RETENTION 386384 386384 LICENSES, DUES, SUBSCRIPTIONS 25390 25390 0 0 0 0 20583938 20558652 25286 0 344100 610 0 0 0 0 344931 746840 0 0 0 0 0 0 0 6772 689031 754222 1902253 2206400 0 0 1 0 1902254 2206400 X -1213223 -1452178 -1213223 -1452178 689031 754222 X 0 -238955 X false true X true false X X 1 Tucson Medical Center 860137567 3 true 238955 0 1 238955 0 false false false false false false false false false false false false false false false true false Schedule A, Part IV, Section A, Line 1 Supported Orgs Listed By Name TMC One's Articles of Incorporation state that the organization is to support, assist, and benefit the interests and purposes and/or programs of such exempt organizations that are directly or indirectly controlled by TMC HealthCare, under common control with, or affiliated with the organization and which are described in IRC Section 501(c)(3) or 501(c)(2) that are public charities described in IRC Section 509(a)(1) or 509(a)(2). TMC HealtCare has ownership interest or control over the following entities that meet the above public charity status: Tucson Medical Center TMC Holdings, Inc TMC Medical Network TMCOne TMC Foundation TMC Health Medical Education Program Benson Hospital Northern Cochise Community Hospital Rincon Neighborhood Hospital Rounding 0 X Schedule D, Part X, Line 2 FIN 48 (ASC 740) footnote MANAGEMENT HAS EVALUATED THEIR INCOME TAX POSITIONS UNDER THE GUIDANCE INCLUDED IN ASC 740. BASED ON THEIR REVIEW, MANAGEMENT HAS NOT IDENTIFIED ANY MATERIAL UNCERTAIN TAX POSITIONS TO BE RECORDED OR DISCLOSED IN THE FINANCIAL STATEMENTS. false true false false false false true false false Judith Rich Chief Executive Officer 0 943874 0 342242 0 380520 0 41000 0 19661 0 1727297 0 0 STEPHEN BUSH CHIEF FINANCIAL OFFICER 0 455042 0 171404 0 217137 0 47500 0 19934 0 911017 0 0 ROBERT M Aaronson PHYSICIAN 696524 0 0 0 0 0 46992 0 27906 0 771422 0 0 0 REHAM ABDOU PHYSICIAN 524836 0 0 0 0 0 41000 0 17928 0 583764 0 0 0 CHANG-KUN C CHOI PHYSICIAN 551454 0 0 0 0 0 41000 0 26874 0 619328 0 0 0 IVES R DE CHAZAL PHYSICIAN 525405 0 0 0 0 0 47500 0 27354 0 600259 0 0 0 FRANCISCO PACHECO PHYSICIAN 454273 0 0 0 0 0 20500 0 21362 0 496135 0 0 0 Schedule J, Part I, Line 4b Supplemental nonqualified retirement plan EXECUTIVES PARTICIPATING IN A SUPPLEMENTAL, NON QUALIFIED RETIREMENT PLAN: JUDITH RICH 2022 VESTED CONTRIBUTIONS INCLUDED IN W-2: $380,520 STEPHEN BUSH 2022 VESTED CONTRIBUTIONS INCLUDED IN W-2: $188.541 Schedule J, Part I, Line 6b Compensation contingent on net earnings of a related organization MIP Bonus metrics- Management is eligible for an annual Management Incentive Plan (MIP) at the discretion of the Governing Board of TMCH. The incentive is based on the goals: Relative Value Units and Quality. Metrics are established for each fiscal (calendar) year, together with the percentage of compensation payout based on reaching annual established goals. STIP Bonus metrics - Executives are eligible for an annual short term incentive program (STIP) at the discretion of the Governing Board of TMCH. The incentive is based on the goals: financial, People, Quality, Patient Experience, and Growth. Metrics are established for each fiscal (calendar) year, together with the percentage of compensation payout based on reaching annual established goals. Schedule J, Part I, Line 3 ARRANGEMENT USED TO ESTABLISH THE TOP MANAGEMENT OFFICIAL'S COMPENSATION TUCSON MEDICAL CENTER, A RELATED ORGANIZATION, USES THE FOLLOWING TO ESTABLISH THE COMPENSATION OF THE TMC HEALTHCARE TOP MANAGEMENT OFFICIAL: COMPENSATION COMMITTEE INDEDPENDENT COMPENSATION CONSULTANT FORM 990 OF OTHER ORGANIZATIONS COMPENSATION SURVEY OR STUDY APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE Form 990, Part VI, Line 6 Classes of members or stockholders The organization's Member is the parent compny, TMC HealthCare. Form 990, Part VI, Line 7a Members or stockholders electing members of governing body The Member's (TMC HealthCare) Board of Trustees elects the Board of TMCOne. Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders TMC HealthCare, the Member, must approve: - The amendment of the Corporation's Articles of Incorporation or Bylaws - The acquisition or creation of any subsidiary or controlled corporation - The merger or consolidation of this Corporation with another corporation, or the entering into any joint venture, partnership, limited liability company, or other business venture with a third party. - The dissolution or liquidation of this Corporation - The expenditure of any funds in excess of those previously approved in the capital and operating budgets of this Corporation - The entering into any loan, indebtedness, guaranty, security interest, mortgage, surety, hypothecation - The disposition of any of its assets in excess of such monetary sum as the Member may determine from time to time to any person other than to the Member or a subsidiary of the Member - The appointment of an independent auditor or hiring of independent counsel Form 990, Part VI, Line 11b Review of form 990 by governing body THE FORM 990 WAS PREPARED BY AN INDEPENDENT ACCOUNTING FIRM BASED ON THE AUDITED FINANCIAL STATEMENTS AND INFORMATION PROVIDED BY THE ACCOUNTING DEPARTMENT OF THE ORGANIZATION. PRIOR TO FILING, THE FORM 990 IS FIRST REVIEWED BY THE CONTROLLER WITH INPUT FROM THE CHIEF FINANCIAL OFFICER AND CHIEF LEGAL OFFICER. Form 990, Part VI, Line 12c Conflict of interest policy TMC Conflict of Interest Policy Excerpt: Article V Disclosure and Process for Resolution 1. Disclosure of Conflicts of Interest Annually, all trustees, officers, and members of board committee shall complete a disclosure form that lists various relationships that give rise to actual or potential conflicts of interest and return the same to the Chief Legal Officer of the Organization. In addition, they have a continuing duty to disclose potential conflicts and shall disclose any and all actual or potential conflicts of interest as they arise or are discovered during their tenure. The Chief Legal Officer is vested with the authority to bring conflicts or potential conflicts to the attention of the trustees, officers, committee members or applicable body, including the requirement that the person with the alleged conflict recuse himself from participation in the discussion and voting on any issue. 2. Determining Whether a Conflict of Interest Exists The Chief Legal Officer has been vested with the authority to determine whether a conflict of interest exists. If there is a disagreement with the decision of the Chief Legal Officer, then the Governance Committee shall decide if a conflict of interest exists based on the information presented by the Chief Legal Officer. If a board member disagrees with the Governance Committee decision, the issue will be sent to all remaining board members of the TMC HealthCare board for a vote on the issue for the final resolution of the issue. 3. Procedures for Decision Making when a Conflict of Interest Exists If it has been determined that a conflict of interest exists, the following process shall be followed regarding the matter for which a conflict exists: a. The interested person may, but is not required to, participate in the presentation of the matter at the governing board or committee meeting, but after the presentation, he may be asked to leave the meeting during the discussion of the mater, and in any event shall not participate in the vote on the transaction or arrangement involving the possible conflict of interest. b. If the board or committee believes that it needs additional information on alternatives to the proposed business arrangement, then the following process may be followed: a. The chairperson of the board or committee shall, if appropriate, direct management to obtain additional information and alternatives, or appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. b. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or business arrangement from a person or entity that would not give rise to a conflict of interest. c. If a more advantageous transaction or business arrangement is not reasonably possible or readily available under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested trustees whether the transaction or arrangement is in the Organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or business arrangement. Form 990, Part VI, Line 15a Process to establish compensation of top management official TMC is responsible for the payment of compensation and benefits as well as the process for reviewing and approving compensation and benefits for administrative leadership. For the Chief Executive Officer and Chief Financial Officer as well as other senior leadership positions the compensation committee contracts directly with Sullivan Cotter, an independent third-party compensation consultant, who periodically provides a written report containing a summary of relevant, contemporaneous benchmark information and makes recommendations regarding the level of compensation and benefits that would be reasonable. The compensation committee carefully reviews the information, discusses it directly with the consultant and makes recommendations based upon the information provided. The compensation committee then makes its final recommendation to the full board for their approval. Form 990, Part VI, Line 15b Process to establish compensation of other employees TMC is responsible for the payment of compensation and benefits as well as the process for reviewing and approving compensation and benefits for administrative leadership. For the Chief Executive Officer and Chief Financial Officer as well as other senior leadership positions the compensation committee contracts directly with Sullivan Cotter, an independent third-party compensation consultant, who periodically provides a written report containing a summary of relevant, contemporaneous benchmark information and makes recommendations regarding the level of compensation and benefits that would be reasonable. The compensation committee carefully reviews the information, discusses it directly with the consultant and makes recommendations based upon the information provided. The compensation committee then makes its final recommendation to the full board for their approval. Form 990, Part VI, Line 19 Required documents available to the public GOVERNING DOCUMENTS AVAILABLE UPON REQUEST. Form 990, Part XI, Line 9 Other changes in net assets or fund balances TRANSFER TO AFFILIATE - -238955; PART V, LINE 2; PART VII; PART IX LINES 5-7 W-2 COMPENSATION THE ORGANIZATION'S CEO, CFO AND CMO CORPORATE OFFICERS RECEIVE W-2 COMPENSATION ISSUED BY TUCSON MEDICAL CENTER, A RELATED ORGANIZATION, FOR THEIR WORK WHICH IS PERFORMED MOSTLY FOR THE BENEFIT OF TMC HEALTHCARE. TUCSON MEDICAL CENTER ALSO FILES ALL REQUIRED W-2S FOR THE HEALTH SYSTEM. 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