2023-11-15T13:43:25-06:00 2022-12-31 FORVIS LLP 111 E Wayne St Suite 600 Fort Wayne IN 46802 990 2022-07-01 251534023 CLARION HEALTHCARE SYSTEM INC % TOM ALBANESI CLAR 8142269500 ONE HOSPITAL DRIVE CLARION PA 16214 TOM ALBANESI CFO 8142269500 2023-11-15 true TOM ALBANESI 999009999 Anne E White P01708202 2604604000 3 2022 2023-04-26 12:10:37Z X KAREN ALLEN ONE HOSPITAL DRIVE CLARION PA 16214 0 false X WWW.CLARIONHOSPITAL.ORG X 1985 PA WE EXIST TO MAKE A POSITIVE DIFFERENCE IN THE LIVES OF PEOPLE BY PROVIDING COMPASSIONATE, HIGH-QUALITY CARE AND COMFORT AND INSPIRING HEALTH AND WELL-BEING. X 16 11 0 13 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1579719 0 0 0 1579719 0 X THE MISSION OF CLARION HEALTHCARE SYSTEM, INC. IS TO BE A HEALING PRESENCE IN THE COMMUNITIES WE SERVE. WE EXIST TO MAKE A POSITIVE DIFFERENCE IN THE LIVES OF PEOPLE BY PROVIDING COMPASSIONATE, HIGH QUALITY CARE AND COMFORT, AND INSPIRING HEALTH AND WELL-BEING. false true 0 0 0 CLARION HEALTHCARE SYSTEM SERVES AS THE PARENT ORGANIZATION FOR THE CLARION HOSPITAL AND HEALTH SERVICES OF CLARION (THE PHYSICIAN GROUP). 0 true false false false false false false false false false false false false false false false false false false false false false false false false false false false false true false false false false false false false false false false true false false true true true false false true 0 0 0 false false false false false false false false false false false false X 16 11 false false false false true true true true true false false false true true true true true false false false PA X TOM ALBANESI 7242844187 ONE HOSPITAL DRIVE CLARION PA 16214 KENNETH DEFURIO TRUSTEE 1.0 40.0 X 0 1015706 266329 NORMAN K BEALS TRUSTEE 1.0 40.0 X 0 596586 33887 ANIE PERARD TRUSTEE 1.0 40.0 X 0 419676 26714 STEVEN DAVIS PRESIDENT 2.0 40.0 X 0 369433 47778 THOMAS FREENOCK TRUSTEE 1.0 40.0 X 0 344541 0 JANICE SEMEYN TRUSTEE 1.0 40.0 X 0 303067 26644 DAVID BROOKER TRUSTEE 1.0 1.0 X 0 0 0 JAMES CARROLL TRUSTEE 1.0 1.0 X 0 0 0 ERIC FUNK CHAIR 1.0 0.0 X X 0 0 0 MINDY GATESMEN TRUSTEE 1.0 1.0 X 0 0 0 JOSEPH GRUNENWALD TRUSTEE 1.0 0.0 X 0 0 0 PATRICK KAHLE TREASURER 1.0 1.0 X X 0 0 0 MARY LOUISE LOGUE VICE CHAIR 1.0 1.0 X X 0 0 0 BRUCE MCCLEARY TRUSTEE 1.0 1.0 X 0 0 0 JILL OVER TRUSTEE 1.0 0.0 X 0 0 0 FRED PORT SECRETARY 3.0 3.0 X X 0 0 0 ERICH SPESSARD TRUSTEE 1.0 0.0 X 0 0 0 0 3049009 401352 0 false true false 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1579719 0 0 0 0 0 0 0 1579719 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X 1579719 0 0 0 1579719 0 1579719 0 X 0 -1579719 X X false true X true false X X 2 CLARION HOSPITAL 251010039 3 true 0 0 HEALTH SERVICES OF CLARION 753126134 3 true 0 0 2 0 0 true false false false false false false false false false false false false false false true false true false false false false false false false NORMAN K BEALS TRUSTEE 0 418226 0 62734 0 115626 0 9759 0 24128 0 630473 KENNETH DEFURIO TRUSTEE 0 700003 0 280001 0 35702 0 242201 0 24128 0 1282035 THOMAS FREENOCK TRUSTEE 0 292245 0 50000 0 2296 0 0 0 0 0 344541 JANICE SEMEYN TRUSTEE 0 260000 0 20000 0 23067 0 0 0 26644 0 329711 ANIE PERARD TRUSTEE 0 308811 0 80246 0 30619 0 0 0 26714 0 446390 STEVEN DAVIS PRESIDENT 0 300914 0 60183 0 8336 0 21064 0 26714 0 417211 PART I, LINE 3: THE CEO IS PAID BY BUTLER HEALTHCARE PROVIDERS, A NONPROFIT RELATED CORPORATION. BUTLER HEALTHCARE PROVIDERS USES THE FOLLOWING METHODS TO ESTABLISH COMPENSATION FOR THE CEO: COMPENSATION COMMITTEE, INDEPENDENT COMPENSATION CONSULTANT, FORM 990 OF OTHER ORGANIZATIONS, COMPENSATION SURVEY OR STUDY, INDEPENDENT LEGAL REVIEW, AND APPROVAL BY THE BOARD AND BOARD COMPENSATION COMMITTEE. PART I, LINES 4B: ALL OF THE BENEFITS LISTED HEREUNDER ARE ALSO REPORTED ON THE 990 FOR BUTLER HEALTHCARE PROVIDERS, A RELATED NONPROFIT CORPORATION. NO ADDITIONAL PAYMENTS ARE MADE BY CLARION HEALTHCARE SYSTEM. 4(B) THE ORGANIZATION UTILIZES A SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM (SERP) TO RECRUIT AND RETAIN LEADERSHIP TALENT. VESTING PERIODS ARE 5 AND 10 YEARS FOR ALL EXECUTIVES, WITH THE EXCEPTION OF THE PRESIDENT/CEO, AT AGE 65. THE THIRD VESTING PERIOD FOR THE PRESIDENT/CEO IS AGE 60. ELIGIBLE EXECUTIVES RECEIVE DISTRIBUTIONS UPON REACHING THE VESTING PERIODS. ALL CONTRIBUTIONS TO THE SERP HAVE BEEN REPORTED PREVIOUSLY AND ARE REPORTED ANNUALLY. THE ANNUAL ACCRUAL AMOUNTS FOR CALENDAR YEAR 2022 WERE: KENNETH P DEFURIO, $242,201; STEVEN DAVIS $21,064; AND NORMAN BEALS $9,759. INVESTMENT IN CLARION DEVELOPMENT CORPOR 2022-12-31 1579719 BOOK VALUE 251010039 CLARION HOSPITAL ONE HOSPITAL DRIVE CLARION PA 16214 501(c)(3) false false false false true true true true false FORM 990, PART III, LINE 3: DURING THE 7/1/22 - 12/31/22 PERIOD, THE NECESSARY STEPS WERE TAKEN TO DISSOLVE CLARION HEALTHCARE SYSTEM, INC. ALL PROGRAM SERVICES WERE CEASED BY 12/31/22. FORM 990, PART VI, SECTION A, LINE 6: PER THE BY-LAWS OF THE ORGANIZATION, THE ORGANIZATION SHALL HAVE ONE CORPORATE MEMBER, BUTLER HEALTH SYSTEM, INC. THERE SHALL BE NO OTHER MEMBERS. FORM 990, PART VI, SECTION A, LINE 7A: BUTLER HEALTH SYSTEM, INC., THE SOLE CORPORATE MEMBER OF THE ORGANIZATION, APPOINTS 2 MEMBERS OF THE BOARD OF TRUSTEES. FORM 990, PART VI, SECTION A, LINE 7B: THE FOLLOWING RIGHTS AND POWERS ARE RESERVED TO THE SOLE MEMBER: A. TO APPROVE ANY OF THE DIRECTORS OF THE CORPORATION NOMINATED BY THE CORPORATION'S BOARD OF DIRECTORS; B. TO REMOVE ANY OF THE DIRECTORS OF THE CORPORATION, AND TO APPROVE THE APPOINTMENT OF REPLACEMENT DIRECTORS NOMINATED AND APPROVED BY THE CORPORATION'S BOARD OF DIRECTORS FOR THE UNEXPIRED PORTION OF THEIR TERM(S); C. TO APPROVE THE ELECTION, RE-ELECTION AND REMOVAL OF ALL OFFICERS, INCLUDING THE PRESIDENT OF THE CORPORATION; D. TO APPROVE THE AMENDMENT, REVISION OR RESTATEMENT OF THE CORPORATION'S ARTICLES OF INCORPORATION OR BYLAWS; E. TO APPROVE THE ADOPTION OR ANY CHANGE IN THE MISSION, PURPOSE, PHILOSOPHY OR OBJECTIVES OF THE CORPORATION; F. TO APPROVE ANY CHANGE IN THE GENERAL STRUCTURE OF THE CORPORATION AS A VOLUNTARY, NONPROFIT CORPORATION; G. TO APPROVE ANY TRANSACTION AUTHORIZED BY THE PENNSYLVANIA ENTITY TRANSACTIONS LAW OR SALE, LEASE, EXCHANGE OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION; H. TO APPROVE THE VOLUNTARY DISSOLUTION, WINDING UP OR TERMINATION OF THE CORPORATION; I. TO APPROVE THE STRATEGIC PLAN, CAPITAL PLAN AND OPERATING BUDGET OF THE CORPORATION; J. TO APPROVE THE INCURRENCE OF ANY UNPLANNED OR UNBUDGETED COMMITMENTS BY THE CORPORATION IN EXCESS OF $250,000, EITHER INDIVIDUALLY OR IN THE AGGREGATE; K. TO RE-APPROVE THE CORPORATION ENTERING INTO ANY BUDGETED ITEMS OR AGREEMENTS THAT HAVE A TOTAL VALUE OR DOLLAR COMMITMENT AMOUNT GREATER THAN $500,000; L. TO APPROVE INVESTMENT POLICIES OF THE CORPORATION; M. TO APPROVE THE CLOSURE OR RELOCATION OF A LICENSED HEALTHCARE FACILITY OR AN EXISTING LINE OF BUSINESS OF THE CORPORATION AND/OR ITS SUBSIDIARIES; N. TO APPROVE THE FORMATION OF, DISSOLUTION OF, OR THE MAKING OF INVESTMENTS IN SUBSIDIARY CORPORATIONS, PARTNERSHIPS AND JOINT VENTURES; O. TO APPROVE THE TAKING OF ANY ACTION WHICH WOULD ENDANGER THE NONPROFIT STATUS OF THE CORPORATION OR THE TAX EXEMPT STATUS OF THE SOLE MEMBER; P. TO GIVE OTHER APPROVALS AND TAKE OTHER SUCH ACTIONS AS ARE SPECIFICALLY RESERVED FOR MEMBERS OF PENNSYLVANIA NONPROFIT CORPORATIONS UNDER NONPROFIT CORPORATION LAW. FORM 990, PART VI, SECTION B, LINE 11B: THE COMPLETED 990 WAS PREPARED BY THE TAX DEPARTMENT OF AN EXTERNAL AUDIT FIRM IN CONJUNCTION WITH HOSPITAL STAFF AND REVIEWED BY THE CFO. THE CLARION HEALTHCARE SYSTEM, INC. BOARD MEMBERS NO LONGER MEET DUE TO THE DISSOLUTION OF CLARION HEALTHCARE SYSTEM, INC., THEREFORE THE FORM 990 WAS NOT REVIEWED BY THE BOARD MEMBERS THAT SERVED AT THE TIME OF DISSOLUTION. FORM 990, PART VI, SECTION B, LINE 12C: THE RESPONSES TO THE CONFLICT OF INTEREST DISCLOSURE FORM ARE COLLECTED AND REVIEWED ANNUALLY BY THE CHIEF LEGAL COUNSEL AND THE CORPORATE COMPLIANCE OFFICER, WHO THEN REVIEWS THE SAME WITH THE AUDIT AND COMPLIANCE COMMITTEE OF THE BOARD OF TRUSTEES. CONFLICT OF INTEREST DISCLOSURE FORMS ARE COMPLETED BY ALL TRUSTEES, OFFICERS, COMMITTEE MEMBERS, MEMBERS OF MANAGEMENT, EMPLOYED PHYSICIANS AS WELL AS THE EXECUTIVE TEAM. IN THE EVENT A RELATIONSHIP RESULTS IN A POTENTIAL CONFLICT FOR AN ISSUE BEING DISCUSSED BY THE BOARD, THE TRUSTEE RECUSES HIMSELF/HERSELF FROM THE DISCUSSION AND VOTE. THE RECUSAL IS DOCUMENTED IN THE MINUTES. THE CHIEF LEGAL OFFICER AND/OR CORPORATE COMPLIANCE OFFICER ATTENDS ALL BOARD MEETINGS AND ENSURES THAT ANY NEEDED RECUSALS OCCUR. FORM 990, PART VI, SECTION B, LINE 15A & 15B: THE ORGANIZATION DOES NOT HAVE EMPLOYEES. COMPENSATION AND BENEFITS THAT ARE REPORTED ARE RECORDED ON THE BOOKS OF BUTLER HEALTHCARE PROVIDERS(BMH), BUTLER MEDICAL PROVIDERS (BMP), AND CLARION HOSPITAL, A RELATED NONPROFIT CORPORATION. BUTLER HEALTH SYSTEM EXECUTIVE COMPENSATION PHILOSOPHY & PROCESS: ALTHOUGH COMPENSATED THROUGH BUTLER HEALTHCARE PROVIDERS, THIS PHILOSOPHY AND PROCESS APPLIES TO THE FOLLOWING RELATED NONPROFIT ORGANIZATIONS: BUTLER HEALTH SYSTEM AND BUTLER MEDICAL PROVIDERS. THE BOARD OF TRUSTEES RECOGNIZES THE GREAT CHALLENGES AND DIFFICULTIES THAT HEALTHCARE EXECUTIVES FACE, PARTICULARLY IN THE CURRENT ERA OF NATIONAL AND STATE HEALTHCARE REFORM. IN ADDITION, THE PITTSBURGH REGIONAL MARKET IS HIGHLY COMPETITIVE AND CHANGING RAPIDLY. THE BOARD COMPETES FOR AND SEEKS EXECUTIVE TALENT ON A NATIONAL BASIS. IT ENGAGES EXPERT COMPENSATION CONSULTANTS, UTILIZING NATIONAL COMPARATIVE DATA TO GUIDE THE DETERMINATION OF COMPETITIVE, APPROPRIATE LEVELS OF COMPENSATION. THE TOTAL COMPENSATION PROGRAM FOR EXECUTIVES CONSISTS OF CASH COMPENSATION AND BENEFITS. FACTORS TAKEN INTO CONSIDERATION IN DETERMINING COMPENSATION FOR EXECUTIVES INCLUDE: MARKET DEMAND AND COMPETITION FOR SIMILAR POSITIONS, EXPERIENCE AND TENURE, AND ACTUAL PERFORMANCE AND EFFECTIVENESS. BASED ON THESE AND OTHER PERTINENT CRITERIA, BHS TARGETS TOTAL COMPENSATION TO FALL WITHIN A RANGE OF THE 25TH TO 75TH PERCENTILE OF THE MARKET. BHS EXECUTIVE COMPENSATION GENERALLY WILL NOT EXCEED THE 75TH PERCENTILE OF THE MARKET. EXCEPTIONS TO THIS MAY BE SUBJECT TO REVIEW AND RECOMMENDATION BY THE COMPENSATION COMMITTEE, WHICH IN TURN IS SUBJECT TO REVIEW AND APPROVAL BY THE BOARD OF TRUSTEES. EXCEPTION MUST BE SUPPORTED BY ORGANIZATIONAL AND/OR INDIVIDUAL PERFORMANCE, OR A RETENTION/RECRUITMENT CIRCUMSTANCE THAT WARRANTS SUCH COMPENSATION. THE COMPENSATION COMMITTEE CONSISTS EXCLUSIVELY OF INDEPENDENT INDIVIDUALS WITH NO REAL OR PERCEIVED CONFLICTS OF INTEREST IN RECOMMENDING EXECUTIVE COMPENSATION GUIDELINES AND LEVELS. WHILE BENEFITS ARE ACCOUNTED FOR IN SCHEDULE J, ACTUAL "TAKE HOME" PAY TO THE EXECUTIVE TYPICALLY CONSISTS ONLY OF BASE SALARY, AND INCENTIVE AWARD EARNED, IF EARNED. APPLICABLE TAXES OR OTHER WITHHOLDINGS ARE DEDUCTED. ANNUAL INCREASES IN BASE PAY, IF ANY, ARE BASED ON COMPETITIVE MARKET TRENDS FROM THE COMPARISON GROUP. SUPPLEMENTAL RETIREMENT BENEFITS ARE USED AS A VEHICLE FOR EXECUTIVE RECRUITMENT AND RETENTION WITH APPROPRIATE VESTING PERIODS. THE BOARD OF TRUSTEES REVIEWS AND APPROVES EXECUTIVE COMPENSATION IN ITS ENTIRETY, INCLUDING THE USE OF "TALLY SHEETS", WHICH DISCLOSE 100% EXECUTIVE COMPENSATION. THE BOARD OF TRUSTEES ENGAGES EXTERNAL COMPENSATION AND LEGAL EXPERTISE TO ASSURE REASONABLENESS OF EXECUTIVE COMPENSATION LEVELS. FORM 990, PART VI, SECTION C, LINE 19: HISTORICAL FINANCIAL INFORMATION IS PROVIDED TO THE PUBLIC AT THE ANNUAL PUBLIC BOARD MEETING. BYLAWS, ARTICLES OF INCORPORATION AND THE CONFLICT OF INTEREST POLICY ARE POSTED ON THE WEBSITE. FORM 990, PART XI, LINE 9 TRANSFER OF ASSETS: 1,579,719 CLARION HOSPITAL ONE HOSPITAL DRIVE CLARION PA 16214 251010039 HOSPITAL PA 501(C)(3) LINE 3 CHS false CLARION HOSPITAL SELF-INSURANCE TRUST ONE HOSPITAL DRIVE CLARION PA 16214 250766602 SELF-INS. PA 501(c)(3) LINE 12A, I CHS false HEALTH SERVICES OF CLARION 121 DOCTORS LANE CLARION PA 16214 753126134 HEALTH SVCS PA 501(C)(3) LINE 3 CHS false BUTLER HEALTH SYSTEM ONE HOSPITAL WAY BUTLER PA 16214 251441855 HC DELIV SYST PA 501(C)(3) LINE 10 N/A false BUTLER HEALTHCARE PROVIDERS ONE HOSPITAL WAY BUTLER PA 16001 250965274 HOSPITAL PA 501(C)(3) LINE 3 BHS false BUTLER MEDICAL PROVIDERS ONE HOSPITAL WAY BUTLER PA 16001 251441961 PHYS. GROUP PA 501(C)(3) LINE 3 BHS false NIXSAR CORPORATION ONE HOSPITAL WAY BUTLER PA 16001 251441960 REAL ESTATE PA 501(C)(3) LINE 12B,II BHS false BUTLER HEALTH SYSTEM FOUNDATION ONE HOSPITAL WAY BUTLER PA 16001 261543883 FUNDRAISING PA 501(C)(3) LINE 12A, I BHS false BUTLER MEMORIAL HOSPITAL AUXILIARY ONE HOSPITAL WAY BUTLER PA 16001 251457575 AUXILIARY PA 501(C)(3) LINE 10 BHS false BUTLER AMBULATORY SERGERY CENTER LLC 102 TECHNOLOGY DRIVE BUTLER PA 16001 061728190 AMBULATORY SURG PA BHS N/A 0 0 0.00000 BHS FASTERCARE ONE HOSPITAL WAY BUTLER PA 16001 271961562 URGENT CARE PA BHP N/A 0 0 0.00000 BHS FASTER CARE LABORATORY ONE HOSPITAL WAY BUTLER PA 16001 800628384 LAB. SERVICES PA BHP N/A 0 0 0.00000 CLARION DEVELOPMENT CORPORATION ONE CLARION DRIVE CLARION PA 16214 251516298 PHARMACY PA CHS C CORP 0 0 1.00000 true PCA OF BUTLER PC 480 E JEFFERSON STREET BUTLER PA 16001 251351445 PHYS. OFFICE PA BHS C CORP 0 0 0.00000 false false false false false false false false false false false false false false false true false false true false CLARION HOSPITAL R 1579719 BOOK VALUE