2023-11-15T11:49:02-06:00 2022-12-31 351178661 BLUE & CO LLC 500 N MERIDIAN ST SUITE 200 INDIANAPOLIS IN 46204 990 2022-01-01 270581401 UNION ASSOCIATED PHYSICIANS CLINIC LLC UNIO 8122387601 1606 N 7TH STREET TERRE HAUTE IN 47804 MATTHEW NEALON CFO 8122387601 2023-11-15 1 MATTHEW NEALON 999009999 0 EMILIE M KNIERIEM CPA P01330194 3176334705 2023-11-15 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z MATTHEW NEALON 1606 N 7TH STREET TERRE HAUTE IN 47804 77839041 0 X WWW.UHHG.ORG X LIMITED LIABILITY COMPANY 2009 IN PROVIDE AND COORDINATE INPATIENT AND OUTPATIENT MEDICAL CARE FOR THE PATIENTS AND COMMUNITY MEMBERS SERVED BY UNION HOSPITAL TERRE HAUTE, UNION HOSPITAL CLINTON, AND THE SYSTEM'S OTHER HEALTH CARE PROVIDERS. 11 8 54 174 1443544 3524 0 1320023 48748924 53751295 1647 221 28757544 22767502 77508115 77839041 7500 395 0 0 87230998 86161557 0 0 0 42673946 36969245 129912444 123131197 -52404329 -45292156 16610393 17633719 21500876 13621001 -4890483 4012718 PROVIDE AND COORDINATE INPATIENT AND OUTPATIENT MEDICAL CARE FOR THE PATIENTS AND COMMUNITY MEMBERS SERVED BY UNION HOSPITAL TERRE HAUTE, UNION HOSPITAL CLINTON, AND THE SYSTEM'S OTHER HEALTH CARE PROVIDERS. 0 0 106385877 395 66562931 UNION ASSOCIATED PHYSICIANS CLINIC, LLC (UAPC) IS THE LARGEST MULTI-SPECIALTY PROVIDER GROUP IN THE WABASH VALLEY AND IS AN INTEGRAL PART OF UNION HEALTH SYSTEM THAT ALSO INCLUDES UNION HOSPITAL IN TERRE HAUTE AND UNION HOSPITAL CLINTON. UAPC (FORMERLY UAP CLINIC AND AP&S CLINIC) HAS PROVIDED QUALITY HEALTHCARE IN THE WABASH VALLEY FOR MORE THAN 100 YEARS. TODAY, UAPC CONSISTS OF OVER 140 PROVIDERS IN 20 SPECIALTIES PRACTICING AT MULTIPLE LOCATIONS THROUGHOUT WESTERN INDIANA AND EASTERN ILLINOIS. AS PART OF UNION HEALTH, UAPC CONTINUES TO MEET THE AREA'S CURRENT AND EMERGING HEALTH NEEDS. 106385877 1 1 0 0 0 0 0 0 0 0 1 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 1 0 0 0 0 0 1 0 0 0 1 97 0 1 54 1 1 1 0 0 0 0 0 0 0 0 0 0 0 X 11 8 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 IN X MATTHEW NEALON 8122387601 1606 N 7TH STREET TERRE HAUTE IN 47804 DON SCOTT CHAIR 2.00 2.00 X X 0 0 0 ROBERT COONS VICE CHAIR 2.00 2.00 X X 0 0 0 SARA SMITH SECRETARY 2.00 2.00 X X 0 0 0 LUKE TERRY TREASURER 2.00 2.00 X X 0 0 0 DAN DEBARD PAST CHAIR 2.00 2.00 X X 0 0 0 JOHN AIDOO MEMBER 2.00 2.00 X 0 0 0 MOLLY CALLAHAN MEMBER 2.00 2.00 X 0 0 0 KATHLEEN COUTINHO MD MEMBER 2.00 42.00 X 0 533268 36442 MARY DOTI MEMBER 2.00 2.00 X 0 0 0 JOHN ETLING MEMBER 2.00 2.00 X 0 0 0 TIM SULLIVAN MEMBER 2.00 2.00 X 0 0 0 MELLEKATE VISHWAS MD MEMBER TERM ENDED 2.00 42.00 X 0 559724 31465 STEVEN HOLMAN PRESIDENT & CEO 20.00 20.00 X 0 1729549 37074 MATTHEW NEALON ASST TREASURER/SR VP FINANCE/CFO 7.00 40.00 X 0 704384 39097 JAMES SCHRADER VP PHYSICIAN SERVICES 40.00 0.00 X 484739 0 38210 JOHN GILBREATH SR. DIRECTOR 40.00 0.00 X 293938 0 18212 MICHELE JOHNSON NON-VOTING ASST. SECRETARY 2.00 42.00 X 0 116232 29809 GIRISH KUNAPAREDDY PHYSICIAN 40.00 0.00 X 2631224 0 38803 STEVEN FERN PHYSICIAN 40.00 0.00 X 1633671 0 32820 SURESH KUNAPAREDDY PHYSICIAN 40.00 0.00 X 1357449 0 38063 SHANTI PATEL PHYSICIAN 40.00 0.00 X 1270818 0 37453 KRISHNA NAMBURI MD PHYSICIAN 40.00 0.00 X 1225605 0 37770 AMY HOCK FORMER ASST. SECRETARY 0.00 40.00 X 0 484691 30947 8897444 4127848 446165 97 1 1 0 COMPHEALTH INC PO BOX 792651 DALLAS TX 75397 TRAVELING PHYSICIANS/NP/PA 1796482 MEDICAL SOLUTIONS LLC PO BOX 850737 MINNEAPOLIS MN 55485 NURSING UNITS 1066040 STEVES CLEANING SERVICES 5060 OLD PARIS ROAD W TERRE HAUTE IN 47885 HOUSEKEEPING SERVICES 570733 LOCUMTENENS HOLDINGS PO BOX 405547 ATLANTA GA 30384 MEDICAL SERVICES 476387 WEATHERBY LOCUMS PO BOX 972633 DALLAS TX 75397 TRAVELING PHYSICIANS/NP/PA 465720 10 1320023 1320023 PATIENT SERVICE REVENUE 621110 53751295 53751295 53751295 221 221 28466 0 28466 28466 28466 LEASED EMPLOYEE REVENUE 900099 12706116 12706116 PHARMACY INCOME 900099 5774175 1443544 4330631 JOINT VENTURE INCOME 900099 105520 105520 4153225 4153225 22739036 77839041 66562931 1443544 8512543 395 395 835099 709656 125443 71666947 60901617 10765330 797037 677311 119726 11606146 9862748 1743398 1256328 1067611 188717 2053962 1745430 308532 121381 103148 18233 78592 66786 11806 9135531 7763252 1372279 100993 85823 15170 999780 849600 150180 213664 181569 32095 8494088 7218163 1275925 87891 74689 13202 125648 106774 18874 76 76 1021634 868171 153463 1460220 1240876 219344 MEDICAL SUPPLIES 11654296 11654296 HOUSEKEEPING & LAUNDRY 739593 628496 111097 DUES & LICENSES 81557 69306 12251 SALES TAX 1110 943 167 599229 509217 90012 123131197 106385877 16745320 0 3802220 9128900 6118310 3823515 17206 0 581673 655740 235544 167678 12914384 9378242 4128853 3536142 1726587 321744 16610393 17633719 21079030 13617825 421846 3176 21500876 13621001 X -4890483 4012718 -4890483 4012718 16610393 17633719 X -45292156 54195357 X X 0 1 X 1 1 1 X 1940405 1320023 3260428 48085153 48490045 45462692 48748924 53751295 244538109 48085153 48490045 47403097 48748924 55071318 247798537 0 0 0 247798537 469038 523259 473852 20401 28687 1515237 469038 523259 473852 20401 28687 1515237 17870179 25795751 28918711 28739685 22739036 124063362 66424370 74809055 76795660 77509010 77839041 373377136 0.66370 0.00410 X SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME: MISCELLANEOUS INCOME - 2018 AMOUNT: $ 4,634,012. 2019 AMOUNT: $ 4,431,650. 2020 AMOUNT: $ 9,185,560. 2021 AMOUNT: $ 4,283,977. 2022 AMOUNT: $ 4,153,225. PHARMACY INCOME - 2018 AMOUNT: $ 2,224,318. 2019 AMOUNT: $ 2,631,249. 2020 AMOUNT: $ 3,491,667. 2021 AMOUNT: $ 9,573,248. 2022 AMOUNT: $ 5,774,175. LEASED EMPLOYEE REVENUE - 2018 AMOUNT: $ 5,413,849. 2019 AMOUNT: $ 13,577,389. 2020 AMOUNT: $ 14,200,577. 2021 AMOUNT: $ 13,725,170. 2022 AMOUNT: $ 12,706,116. JOINT VENTURE INCOME - 2018 AMOUNT: $ 5,598,000. 2019 AMOUNT: $ 5,155,463. 2020 AMOUNT: $ 2,040,907. 2021 AMOUNT: $ 1,157,290. 2022 AMOUNT: $ 105,520. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 13716 13716 2257802 865500 1392302 10576260 8512742 2063518 66606 66606 3536142 DUE TO/FROM RELATED PARTY 3176 3176 X PART X, LINE 2: ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES OF AMERICA REQUIRE MANAGEMENT TO EVALUATE TAX POSITIONS TAKEN BY UHS, THE CORPORATION, AND UAPC, AND RECOGNIZE A TAX LIABILITY IF UHS, THE CORPORATION, AND UAPC HAVE TAKEN AN UNCERTAIN POSITION THAT MORE LIKELY THAN NOT WOULD NOT BE SUSTAINED UPON EXAMINATION BY VARIOUS FEDERAL AND STATE TAXING AUTHORITIES. MANAGEMENT HAS ANALYZED THE TAX POSITIONS TAKEN BY UHS, THE CORPORATION, AND UAPC, AND HAS CONCLUDED THAT AS OF DECEMBER 31, 2022 AND 2021, THERE ARE NO UNCERTAIN POSITIONS TAKEN OR EXPECTED TO BE TAKEN THAT WOULD REQUIRE RECOGNITION OF A LIABILITY OR DISCLOSURE IN THE ACCOMPANYING CONSOLIDATED FINANCIAL STATEMENTS. UHS, THE CORPORATION, AND UAPC ARE SUBJECT TO ROUTINE AUDITS BY TAXING JURISDICTIONS; HOWEVER, THERE ARE CURRENTLY NO AUDITS FOR ANY TAX PERIODS IN PROGRESS. FILINGS ARE CURRENT THROUGH 2021. THE IMPACT OF THE SUBSIDIARIES TAX CONSEQUENCES IS IMMATERIAL TO THESE CONSOLIDATED FINANCIAL STATEMENTS. X X X X X 0 0 0 0 0 0 0 1 0 GIRISH KUNAPAREDDY PHYSICIAN 1470357 0 1160867 0 0 0 12608 0 26195 0 2670027 0 0 0 STEVEN HOLMAN PRESIDENT & CEO 0 995168 0 499719 0 234662 0 14529 0 22545 0 1766623 0 0 STEVEN FERN PHYSICIAN 642268 0 991403 0 0 0 7425 0 25395 0 1666491 0 0 0 SURESH KUNAPAREDDY PHYSICIAN 934697 0 422752 0 0 0 15600 0 22463 0 1395512 0 0 0 SHANTI PATEL PHYSICIAN 614596 0 656222 0 0 0 15600 0 21853 0 1308271 0 0 0 KRISHNA NAMBURI MD PHYSICIAN 1154991 0 70614 0 0 0 15600 0 22170 0 1263375 0 0 0 MATTHEW NEALON ASST TREASURER/SR VP FINANCE/CFO 0 475770 0 174638 0 53976 0 13650 0 25447 0 743481 0 0 MELLEKATE VISHWAS MD MEMBER TERM ENDED 0 265524 0 294200 0 0 0 12517 0 18948 0 591189 0 0 KATHLEEN COUTINHO MD MEMBER 0 388013 0 145255 0 0 0 15476 0 20966 0 569710 0 0 JAMES SCHRADER VP PHYSICIAN SERVICES 333851 0 99000 0 51888 0 12563 0 25647 0 522949 0 0 0 AMY HOCK FORMER ASST. SECRETARY 0 354481 0 97500 0 32710 0 5300 0 25647 0 515638 0 0 JOHN GILBREATH SR. DIRECTOR 225547 0 44771 0 23620 0 9456 0 8756 0 312150 0 0 0 PART I, LINE 3 THE COMPENSATION FOR THE ORGANIZATION'S CEO IS DETERMINED BY A RELATED ORGANIZATION (UNION HOSPITAL, INC.). UNION HOSPITAL, INC. USES THE FOLLOWING METHODS TO DETERMINE THE CEO'S COMPENSATION: -COMPENSATION COMMITTEE -INDEPENDENT COMPENSATION COMMITTEE -APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE PART I, LINE 7 THE ORGANIZATION PROVIDES NON-FIXED PAYMENTS TO SEVERAL INDIVIDUALS LISTED ON FORM 990, PART VII, SECTION A, LINE 1A. THESE NON-FIXED PAYMENTS ARE BASED ON THE ORGANIZATION'S ABILITY TO PAY AND ARE NOT CONSTRUED AS A CONTRACT BETWEEN UNION AND ITS EXECUTIVES. THE EXECUTIVE BONUS PLAN IS A MIXTURE OF OBJECTIVES, STANDARDS AND SUBJECTIVE STANDARDS THAT BOTH THE POLICY AND THE IMPLEMENTATION OF THE POLICY BY THE PERSONNEL COMMITTEE AND THE BOARD OF DIRECTORS APPROVES AND AWARDS DEPENDING ON UNION'S ABILITY TO PAY. THERE IS NO AUTOMATIC RIGHT TO A BONUS OR A SPECIFIC BONUS AMOUNT EVEN IF ALL CRITERIA ARE MET. THE PERFORMANCE MEASURE PLAN IS LINKED TO THE UNION STRATEGIC AND FISCAL-YEAR BUSINESS PLANNING PROCESS. THE PLAN IS INTENDED TO FOCUS PARTICIPANTS' ATTENTION ON MISSION-CRITICAL GOALS AND KEY STRATEGIC PRIORITIES. THE PLAN IS ALSO INTENDED TO ENHANCE THE PERFORMANCE OF UNION EXECUTIVES AND THE ORGANIZATION. PRIOR TO THE START OF THE FISCAL YEAR AND AS PART OF THE BUSINESS PLANNING PROCESS, THE UNION PRESIDENT AND CEO WILL FINALIZE A LIST OF GOALS, WEIGHTS AND MEASURES TO BE USED TO ASSESS PERFORMANCE DURING THE FISCAL YEAR. THE LIST IS PRESENTED TO AND DISCUSSED WITH THE COMMITTEE. THE COMMITTEE REVIEWS AND APPROVES THE BONUS PLAN GOALS, WEIGHTS, AND MEASURES. ORGANIZATION GOALS WILL BE ASSIGNED TO EACH PARTICIPANT HOSPITAL-WIDE. IN ADDITION TO HOSPITAL-WIDE GOALS INDIVIDUAL AND/OR FUNCTIONAL/DEPARTMENT GOALS MAY OR MAY NOT BE INCLUDED. AFTER THE CONCLUSION OF EACH FISCAL YEAR, THE PRESIDENT AND CEO WILL PREPARE AN ANNUAL BONUS PLAN REPORT FOR THE COMMITTEE. THE REPORT CONTAINS: AN APPRAISAL OF UNION AND HOSPITAL/OPERATING UNIT PERFORMANCE DURING THE RECENTLY-COMPLETED FISCAL YEAR; AND THE PRESIDENT AND CEO'S RECOMMENDED PAYOUT FOR EACH PLAN PARTICIPANT. THE BONUS RECOMMENDATIONS FOR ALL SR. MANAGEMENT ARE RECEIVED AND REVIEWED FIRST BY THE PERSONNEL COMMITTEE WHO THEN MAKE DECISIONS AND SUBMITS TO THE BOARD TO VOTE. THE COMMITTEE WILL DETERMINE AND SUBMIT THE PAYOUT FOR THE PRESIDENT AND CEO TO THE BOARD OF DIRECTORS WHO, ABSENT THE PRESIDENT AND CEO, WILL VOTE ON APPROVAL. AWARD DETERMINATIONS ARE CALCULATED AS PERCENTAGES OF PARTICIPANT'S SALARIES PAID FOR TIME WORKED DURING THE FISCAL YEAR. PAYOUT FOR THE PRESIDENT IS 0% TO 30%; CFO AND COO ARE 0% TO 25%; AND OTHER EXECUTIVES ARE 0% TO 20%. THE EXECUTIVE BONUS PLAN PAYOUTS ARE TO BE PAID WHEN DETERMINED BY THE PERSONNEL COMMITTEE, SUBJECT TO THE APPROVAL OF THE BOARD OF DIRECTORS. SYCAMORE ENGINEERING BOARD MEMBER OF UAPC, SARA SMITH, IS A FAMILY MEMBER OF >35% OWNER 79999 SYCAMORE ENGINEERING PROVIDES SERVICES TO THE ORGANIZATION 0 FORM 990, PART VI, SECTION A, LINE 6 UNION ASSOCIATED PHYSICIANS CLINIC HAS TWO MEMBERS, UNION HOSPITAL INC. AND UNION HEALTH SYSTEMS, WHICH ARE INDIANA NONPROFIT, TAX EXEMPT CORPORATIONS. FORM 990, PART VI, SECTION A, LINE 7A UNION HEALTH SYSTEMS AND UNION HOSPITAL, INC. ARE THE PARENT CORPORATIONS AND MEMBERS OF UNION ASSOCIATED PHYSICIANS CLINIC, LLC. THE MEMBERS HAVE THE RIGHT TO ELECT THE DIRECTORS OF THIS COMPANY AND REMOVE, WITH OR WITHOUT CAUSE, ANY DIRECTOR OF THIS COMPANY PRIOR TO EXPIRATION OF THE DIRECTOR'S TERM. THE MEMBERS HAVE THE RIGHT TO FILL ANY VACANCY FOR THE OFFICE OF VOTING DIRECTOR. FORM 990, PART VI, SECTION A, LINE 7B POWERS RESERVED TO MEMBERS: A) APPROVE THE MISSION, VISION AND VALUES STATEMENTS FOR THE COMPANY, B) MAKE AND APPROVE CHANGES TO THE GOVERNING DOCUMENTS OF THE COMPANY WITH THE FAVORABLE VOTE OF SYSTEM BOARD MEMBERS REPRESENTING MORE THAN SEVENTY-FIVE (75%) OF THE SYSTEM BOARD POSITIONS INCLUSIVE OF VACANCIES, C) APPROVE THE INCURRENCE OF DEBT OF THE COMPANY IN ACCORDANCE WITH SYSTEM POLICIES, D) APPROVE THE SALE, TRANSFER OR SUBSTANTIAL CHANGE IN USE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE COMPANY AND DIVESTITURE, DISSOLUTION, CLOSURE, MERGER, CONSOLIDATION, CHANGE IN COMPANY MEMBERSHIP OR OWNERSHIP, OR OTHER REORGANIZATION OF THE COMPANY PROVIDED SUCH ACTION HAS BEEN APPROVED BY SYSTEM BOARD MEMBERS COMPRISING MORE THAN SEVENTY-FIVE (75%) OF THE SYSTEM BOARD POSITIONS INCLUSIVE OF VACANCIES, E) APPROVE THE FORMATION OF A COMPANY SUBSIDIARY ORGANIZATION, AND THE SALE, TRANSFER OR SUBSTANTIAL CHANGE IN USE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF A COMPANY SUBSIDIARY ORGANIZATION, OR THE DIVESTITURE, DISSOLUTION, CLOSURE, MERGER, CONSOLIDATION OR CHANGE IN CORPORATE MEMBERSHIP OR OWNERSHIP OF A COMPANY SUBSIDIARY ORGANIZATION, F) APPROVE THE TRANSFER OR ENCUMBRANCE OF THE ASSETS OF THE COMPANY IN ACCORDANCE WITH SYSTEM POLICIES PROVIDED THAT THE TRANSFER OF ASSETS EXCEPT IN CONNECTION WITH SYSTEM BORROWING WILL REQUIRE THE FAVORABLE VOTE OF SYSTEM BOARD MEMBERS COMPRISING MORE THAN SEVENTY-FIVE (75%) OF THE SYSTEM BOARD POSITIONS INCLUSIVE OF VACANCIES, G) APPROVE THE ANNUAL OPERATING BUDGET, CAPITAL PLAN, STRATEGIC PLAN, AND BUSINESS PLAN FOR THE COMPANY, H) APPROVE ANY TRANSACTIONS OF THE COMPANY HAVING AN INDIVIDUAL COST GREATER THAN $250,000 OR AN AGGREGATE COST GREATER THAN $500,000 WHICH ARE NOT OTHERWISE INCLUDED IN THE COMPANY'S OPERATING OR CAPITAL BUDGETS, AS APPROVED, AMENDED OR MODIFIED FROM TIME TO TIME BY UHS, I) RESOLVE ANY ISSUES BETWEEN THE COMPANY AND ANY SUBSIDIARY ORGANIZATION AS TO PARTICIPATION, OR FAILURE TO PARTICIPATE, IN SPECIFIC MANAGED CARE AGREEMENTS AND THE TERMS THEREOF, AND J) APPROVE ANY MANAGEMENT AGREEMENT FOR THE MANAGEMENT OF ALL OR ANY SUBSTANTIAL PARTY OF THE COMPANY'S OPERATIONS. FORM 990, PART VI, SECTION B, LINE 11B THE PROCESS OF REVIEWING THE FORM 990 ENTAILS A DETAILED REVIEW OF THE FORM 990 BY THE ORGANIZATION'S MANAGEMENT. THE GOVERNING BODY REVIEWS AND APPROVES THE FORM 990 AND THE FINAL FORM 990 INCLUDING REQUESTED SCHEDULES, AS ULTIMATELY FILED WITH THE IRS, ARE PROVIDED TO EACH VOTING MEMBER OF THE ORGANIZATION'S GOVERNING BODY. FORM 990, PART VI, SECTION B, LINE 12C THE ORGANIZATION FOLLOWS UNION HOSPITAL'S POLICIES AND PROCEDURES INCLUDING THE CONFLICT OF INTEREST POLICY. THE WRITTEN CONFLICT OF INTEREST POLICY IS REGULARLY AND CONSISTENTLY MONITORED AND COMPLIANCE ENFORCED BY THE CORPORATE COMPLIANCE OFFICER. THE SCOPE OF THIS POLICY INCLUDES DIRECTORS, OFFICERS, MANAGEMENT, AND EMPLOYEES. THE POLICY IS IN PLACE TO AVOID PERSONAL INTERESTS THAT CONFLICT, OR MAY APPEAR TO CONFLICT, WITH THE BEST INTERESTS OF UNION AND ITS AFFILIATES AND THE COMMUNITIES THEY SERVE. THE COVERED PERSONS ARE TO REFRAIN FROM PERSONAL INTERESTS, DIRECT OR INDIRECT WITH ANY THIRD PARTIES. IT IS THE RESPONSIBILITY OF OFFICERS, MANAGEMENT, AND EMPLOYEES TO SCRUTINIZE THEIR TRANSACTIONS AND OUTSIDE BUSINESS INTERESTS AND RELATIONSHIPS FOR POTENTIAL CONFLICTS AND TO IMMEDIATELY MAKE SUCH DISCLOSURES AND ACT ACCORDINGLY. A SELF-DISCLOSURE FROM COVERED PERSONS TO THE CORPORATE COMPLIANCE OFFICER IS REQUIRED ON ANY POTENTIAL CONFLICTS OF INTEREST. THE COVERED PERSONS ARE TO REFRAIN FROM PARTICIPATING IN ANY DELIBERATION OR DECISIONS ON SUCH TRANSACTIONS. THE CONFLICTS DISCLOSED ARE REVIEWED AND RESOLVED BY THE CORPORATE COMPLIANCE OFFICER. FORM 990, PART VI, SECTION B, LINE 15 THE PROCESS FOR DETERMINING COMPENSATION OF SR. EXECUTIVE OR SR. ADMINISTRATIVE POSITIONS INCLUDES A SUBCOMMITTEE OF THE BOARD OF DIRECTORS' EXECUTIVE COMMITTEE CONSISTING OF INDEPENDENT BOARD MEMBERS WHOSE RESPONSIBILITY INCLUDES SUCH REVIEW, INCLUDING REVIEW OF THE CEO'S COMPENSATION. THEY GATHER INFORMATION AND FOLLOW THE STEPS SET FORTH BELOW AND IN TURN SUBMIT TO THE FULL BOARD OF DIRECTORS THE RECOMMENDATIONS IN TERMS OF COMPENSATION AND BENEFITS FOR THE CEO AND SR. MANAGEMENT. A SUBCOMMITTEE OF THE BOARD OF DIRECTORS' EXECUTIVE COMMITTEE CONSISTS OF INDIVIDUALS WHO ARE INDEPENDENT AND DISINTERESTED BOARD MEMBERS. THE CEO IS EXCUSED FROM THE MEETING WHEN HIS/HER COMPENSATION/BENEFITS ARE REVIEWED BOTH AT THE COMMITTEE LEVEL AND THE BOARD LEVEL. THE STEPS INCLUDE: 1. THE EXECUTIVE/COMPENSATION SUBCOMMITTEE INSTRUCTS THE VP OF HUMAN RESOURCES TO RETAIN AN OUTSIDE INDEPENDENT CONSULTANT TO (1) PROVIDE THE COMMITTEE WITH INFORMATION, AND (2) TO REVIEW THE ACTIONS AND COMPENSATION/BENEFITS TO BE SURE THAT THERE IS NOT EXCESSIVE COMPENSATION. THE CONSULTANT THAT HAS BEEN USED THE PAST SEVERAL YEARS IS SULLIVAN COTTER & ASSOCIATES, INC. UNDER THE PROCESS, SULLIVAN COTTER FIRST IS PROVIDED WITH THE NAMES AND JOB DESCRIPTIONS FOR THE SR. MANAGEMENT TEAM THAT IS BEING EVALUATED. THE INDEPENDENT ADVISOR THEN SUBMITS TO THE EXECUTIVE/COMPENSATION SUBCOMMITTEE COMPARABLE INFORMATION, SPECIFICALLY: > FOUR (4) COMMERCIALLY AVAILABLE EXECUTIVE HEALTH CARE COMPENSATION SURVEYS PREPARED BY INDEPENDENT FIRMS, WERE REFERENCED TO OBTAIN MARKET DATA FOR THIS REVIEW: - INTEGRATED HEALTHCARE STRATEGIES: 2020 HEALTHCARE EXECUTIVE COMPENSATION SURVEY - ADVISORY BOARD BENCHMARK DATA 2020 SURVEY - INDIANA HOSPITAL & HEALTH ASSOCIATION: 2020 COMPENSATION SURVEY REPORT - SULLIVAN COTTER & ASSOCIATES: 2020 SURVEY OF MANAGER AND EXECUTIVE COMPENSATION IN HOSPITALS AND HEALTH SYSTEMS > MARKET DATA REFLECTING FUNCTIONALLY-COMPARABLE POSITIONS WERE OBTAINED FOR ALL TEN EXECUTIVE POSITIONS > DATA WERE ABSTRACTED FOR COMPARABLY-SIZED ORGANIZATIONS AS MEASURED BY NET REVENUE > THE DATA REPORTED REPRESENTED THE 50TH, 75TH, AND 90TH PERCENTILES OF BASE SALARY AND TOTAL CASH COMPENSATION (BASE SALARY PLUS ACTUAL ANNUAL INCENTIVE - ABBREVIATED TCC) > REGIONAL MARKET DATA WERE ALSO COLLECTED FROM THE PUBLISHED COMPENSATION SURVEYS AS WELL AS A SPECIAL CUT OF THE FOLLOWING INDIANA HOSPITALS FROM SULLIVAN COTTER'S 2020 SURVEY OF MANAGER AND EXECUTIVE COMPENSATION IN HOSPITALS AND HEALTH SYSTEMS: - BALL MEMORIAL HOSPITAL - REID HOSPITAL & HEALTH CARE SERVICES - BLOOMINGTON HOSPITAL - RILEY HOSPITAL FOR CHILDREN - ELKHART GENERAL HOSPITAL - SAINT JOHN'S HEALTH SYSTEM - GOOD SAMARITAN HOSPITAL - SAINT JOSEPH REGIONAL MEDICAL CENTER - MEMORIAL HOSPITAL OF SOUTH BEND - SAINT MARY'S MEDICAL CENTER - METHODIST HOSPITALS - TERRE HAUTE REGIONAL HOSPITAL - PARKVIEW HOSPITAL > THAT DATA WAS ALSO REPORTED WITH NATIONAL AVERAGE, REGIONAL AVERAGE AND INDIANA AVERAGE. 2. THE EXECUTIVE/COMPENSATION SUBCOMMITTEE OF UNION HOSPITAL'S BOARD OF DIRECTORS TAKES THE DATA PROVIDED BY THE INDEPENDENT CONSULTANTS AND FOLLOWING A REVIEW OF THE PERFORMANCE OF EACH INDIVIDUAL SUBMITS TO THE FULL BOARD FOR APPROVAL RECOMMENDATIONS IN TERMS OF SALARIES, BENEFITS, AND BONUSES. FINAL APPROVAL IS BY THE BOARD OF DIRECTORS. THE CEO DOES NOT TAKE PART IN THE DISCUSSION OR ACTION ON HIS/HER SALARY, BENEFITS AND BONUS. 3. MINUTES OF THE EXECUTIVE/COMPENSATION SUBCOMMITTEE AND THE BOARD MEETINGS ARE CONTEMPORANEOUSLY KEPT AND MAINTAIN WITH THE CORPORATE MINUTE BOOKS. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION DOES NOT MAKE ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, OR FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC. FORM 990, PART XI, LINE 9: EQUITY TRANSFER FROM SYSTEM 54,195,357. FORM 990, PART XII, LINE 2C, OVERSIGHT OF AUDIT: THE AUDIT COMMITTEE ASSUMES RESPONSIBILITY FOR OVERSIGHT OF THE AUDIT OF THE FINANCIAL STATEMENTS. UNION HEALTH SYSTEMS 1606 N SEVENTH ST TERRE HAUTE IN 47804 270581133 MANAGEMENT ORGANIZATION IN 501C3 LINE 12B, II 0 CENTER FOR OCCUPATIONAL HEALTH 4001 WABASH AVE TERRE HAUTE IN 47803 352118417 OCCUPATIONAL HEALTH SERVICES IN 501C3 LINE 7 UNION HOSPITAL 0 UNION HOSPITAL FOUNDATION 1659 N SEVENTH ST TERRE HAUTE IN 47804 351642823 FUNDRAISING IN 501C3 LINE 12C, III-FI 0 UNION HOSPITAL INC 1606 N SEVENTH ST TERRE HAUTE IN 47804 350876396 HOSPITAL IN 501C3 LINE 3 UNION HEALTH SYSTEMS 0 VISITING NURSE ASSOCIATION OF THE WABASH VALLEY INC 400 8TH AVENUE TERRE HAUTE IN 47804 350869064 HOME HEALTH AND HOSPICE CARE IN 501C3 LINE 10 UNION HOSPITAL FOUNDATION 0 UNION HOSPITAL THERAPY LLC 150 N ROSENBERGER EVANSVILLE IN 47712 464357168 REHABILITATION AND THERAPY SERVICES IN N/A 0 0 AMBULATORY SURGERY MGMT SVCS LLC II 1606 N 7TH STREET TERRE HAUTE IN 47804 270818628 MEDICAL SERVICES IN UNION ASSOCIATED PHYSICIANS CLINIC LLC RELATED -31630 0 1 0.73800 CARDIOVASCULAR MANAGEMENT LLC 2723 S 7TH STREET TERRE HAUTE IN 47802 208742344 MEDICAL SERVICES IN N/A RELATED 0 0 0.50000 ONCOLOGY SERVICES GROUP LLC 6100 W 96TH STREET SUITE 125 INDIANAPOLIS IN 46278 208567643 MEDICAL SERVICES IN UNION ASSOCIATED PHYSICIANS CLINIC LLC RELATED 130055 253545 0 0 0.62500 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1