2024-08-13T15:58:11+00:00 2023-09-30 346565596 ERNST & YOUNG US LLP 200 CLARENDON STREET BOSTON MA 021165072 990 2022-10-01 222594968 Western Connecticut Health Network Affilliates Inc WEST 2037397000 100 RESERVE ROAD DANBURY CT 06810 DANIEL DEBARBA CFO & TREASURER 2024-08-13 true George Pagano P01978122 6172662000 2024-08-13 2022 2024-08-08 14:25:15Z Daniel Debarba 100 RESERVE ROAD DANBURY CT 06810 17803613 false X WWW.WESTERNCONNECTICUTHEALTHNETWORK.ORG X 1985 CT IMPROVE THE HEALTH OF EVERY PERSON IN OUR COMMUNITY THROUGH THE EFFICIENT DELIVERY OF EXCELLENT, INNOVATIVE AND COMPASSIONATE CARE. 3 0 225 0 -298303 0 1136 23785 16597164 17753633 0 9481 169872 2271 16768172 17789170 0 0 0 0 13424766 14412340 0 0 6806639 5756787 20231405 20169127 -3463233 -2379957 11332210 12877168 14750487 18693232 -3418277 -5816064 IMPROVE THE HEALTH OF EVERY PERSON IN OUR COMMUNITY THROUGH THE EFFICIENT DELIVERY OF EXCELLENT, INNOVATIVE AND COMPASSIONATE CARE. false false 10839074 0 10638783 EMERGENCY MEDICAL SERVICES PROVIDES AMBULANCE SERVICES TO DANBURY AND SURROUNDING TOWNS. 5663998 0 7415424 WESTERN CONNECTICUT HEALTH NETWORK AFFILIATES, INC. (WCHNA) PROVIDES MEDICAL CARE ON AN OUTPATIENT BASIS. THE ORGANIZATION INITIATES, DEVELOPS, OPERATES AND MAINTAINS PROGRAMS DIRECTED TOWARD IMPROVING THE EFFICIENCY OF HEALTH CARE FACILITIES AND REDUCING THE HIGH COST OF HEALTH CARE TO THE PUBLIC WHILE MAINTAINING HIGH QUALITY. WESTERN CONNECTICUT HEALTH NETWORK AFFILIATES, INC. SERVES INDIVIDUALS OF ALL INCOME LEVELS AND FOLLOWS THE FINANCIAL ASSISTANCE POLICY ESTABLISHED BY ITS PARENT ORGANIZATION, NUVANCE HEALTH. $136,568 - CHARITY CARE IN FISCAL YEAR 2023 16503072 true true false false false false false false false true false false true true 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 true true false false true 20 0 true 225 true true true false false false false false false false false false false false X 3 0 false false false false true true true true true false false true true true true true true false true false X KAREN DARCY 2037394593 100 RESERVE ROAD DANBURY CT 06810 BRIAN WYATT SECRETARY & CHIEF LEGAL OFFICER (FROM 01/01) 2.0 48.0 X X 0 350253 60626 CAROLYN MCKENNA SECRETARY & CHIEF LEGAL OFFICER (TO 12/31) 2.0 48.0 X X 0 811715 90668 DANIEL DEBARBA CHIEF FINANCIAL OFFICER; TREASURER (FROM 01/01) 2.0 48.0 X X 0 275184 43123 MICHELLE ROBERTSON CHIEF OPERATING OFFICER; CHAIRMAN (FROM 01/01) 1.0 49.0 X X 0 534257 65670 STEVEN H ROSENBERG FORMER CFO/TREASURER (TO 12/31) 0.5 39.5 X X 0 1257989 149120 JENNIFER L FILIPPONE VP NETWORK OPERATIONS 20.0 20.0 X 0 387908 18986 MATTHEW G CASSAVECHIA DIRECTOR OF EMS 40.0 0 X 300019 0 46594 ANDREW J MATTURRO OPERATIONS MANAGER- AMBULANCE 40.0 0 X 206592 0 24204 DAVID J REHDER PARAMEDIC 40.0 0 X 207289 0 50437 JAMES E STEAD EMS SUPERVISOR 40.0 0 X 322493 0 60961 MICHAEL T BURGESS EMERGENCY MEDICAL TECHNICIAN 40.0 0 X 188964 0 21215 THOMAS HORKAN EMS SUPERVISOR 40.0 0 X 198184 0 24306 JOHN M MURPHY MD FORMER PRESIDENT/NUVANCE CEO 0.0 50.0 X 0 2740600 297106 KERRY EATON FORMER CHAIR/CHIEF OPERATING OFFICER 0.0 40.0 X 0 1390099 142026 1423541 7748005 1095042 31 true true false DANBURY RADIOLOGICAL ASSOCIATES 60 Newtown Rd 45 Danbury CT 06810 Reading images 1161072 1 23785 23785 EMS SERVICES 621910 10638783 10638783 MEDICAL SERVICES 621400 5832966 6131269 -298303 CAREGIVERS AT HOME SERVICES 621610 1265019 1265019 COVID STIMULUS 900099 16865 16865 0 0 0 0 17753633 23924 23924 0 0 0 14443 0 -14443 -14443 -14443 MISCELLANEOUS REVENUE 900099 2053 2053 PURCHASE DISCOUNT 900099 218 218 0 0 0 0 2271 17789170 18054207 -298303 9481 0 0 348890 290200 58690 11514720 9577716 1937004 517094 430109 86985 1191844 991352 200492 839792 698522 141270 185542 185542 9263 9263 22659 22659 434 434 1903310 1583136 320174 0 15978 13290 2688 116668 97042 19626 136345 113409 22936 250823 208630 42193 218298 181576 36722 11365 11365 1118637 930460 188177 350217 103504 246713 EQUIPTMENT RENTAL 857588 713325 144263 MEDICAL SUPPLIES 558344 558344 LICENSES & DUES 1316 1092 224 0 0 0 0 20169127 16503072 3666055 0 743147 1190384 2362939 2327567 0 0 0 0 615602 596711 14642961 13438291 1575707 1204670 0 0 1482283 1220842 4552532 6336994 11332210 12877168 2607507 1314890 477000 0 0 12142980 16901342 14750487 18693232 X -3418277 -5816064 -3418277 -5816064 11332210 12877168 X -2379957 -17830 X false true X true true true X 2043 1045 376001 1136 23785 404010 9401184 12528626 15963156 16767036 18051936 72711938 0 0 0 9403227 12529671 16339157 16768172 18075721 73115948 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 73115948 23924 23924 0 0 0 0 0 23924 23924 0 0 0 0 169872 2271 172143 9403227 12529671 16339157 16938044 18101916 73312015 0.9973 1.0 0 0.0 X Schedule A, Part III, Line 12 Other Income DESCRIPTION - MISCELLANEOUS INCOME, COLUMN A - , COLUMN B - , COLUMN C - , COLUMN D - 1.0, COLUMN E - 2053.0, COLUMN F - 2054.0; DESCRIPTION - PURCHASE DISCOUNT, COLUMN A - , COLUMN B - , COLUMN C - , COLUMN D - 134.0, COLUMN E - 218.0, COLUMN F - 352.0; DESCRIPTION - DEFINED BENEFIT PENSION, COLUMN A - , COLUMN B - , COLUMN C - , COLUMN D - 169737.0, COLUMN E - , COLUMN F - 169737.0; RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 13374 372 13002 3349345 3348734 611 10903841 10089185 814656 376401 376401 1204670 RIGHT OF USE ASSET 2634179 NOTES RECEIVABLE 2201697 DUE FROM RELATED PARTIES 1212424 OTHER RECEIVABLES 288694 6336994 DUE TO RELATED PARTIES 14160430 OPERATING LEASE LIABILITY, LESS CURRENT PORTION OPERATING LEASE LIABILITY, CURRENT PORTION LEASE LIABILITY 2740912 16901342 X Schedule D, Part X, Line 2 FIN 48 (ASC 740) footnote AS OF SEPTEMBER 30, 2023, THERE ARE NO UNRECOGNIZED TAX BENEFITS RESULTING FROM UNCERTAIN TAX POSITIONS. X true false true false false false false false true false KERRY EATON FORMER CHAIR/CHIEF OPERATING OFFICER 0 754999 0 468632 0 166468 0 140365 0 1661 0 1532125 0 117960 DANIEL DEBARBA CHIEF FINANCIAL OFFICER; TREASURER (FROM 01/01) 0 267926 0 0 0 7258 0 33150 0 9973 0 318307 0 0 CAROLYN MCKENNA SECRETARY & CHIEF LEGAL OFFICER (TO 12/31) 0 575435 0 155000 0 81280 0 88260 0 2408 0 902383 0 68250 MICHELLE ROBERTSON CHIEF OPERATING OFFICER; CHAIRMAN (FROM 01/01) 0 400296 0 0 0 133961 0 49038 0 16632 0 599927 0 0 STEVEN H ROSENBERG FORMER CFO/TREASURER (TO 12/31) 0 725696 0 366729 0 165564 0 135180 0 13940 0 1407109 0 106440 BRIAN WYATT SECRETARY & CHIEF LEGAL OFFICER (FROM 01/01) 0 297136 0 51000 0 2117 0 18300 0 42326 0 410879 0 0 JOHN M MURPHY MD FORMER PRESIDENT/NUVANCE CEO 0 1541381 0 922788 0 276431 0 264336 0 32770 0 3037706 0 255000 MATTHEW G CASSAVECHIA DIRECTOR OF EMS 291858 0 0 0 8161 0 18211 0 28383 0 346613 0 0 0 JENNIFER L FILIPPONE VP NETWORK OPERATIONS 0 288618 0 70500 0 28790 0 18300 0 686 0 406894 0 0 MICHAEL T BURGESS EMERGENCY MEDICAL TECHNICIAN 148945 0 35548 0 4471 0 8987 0 12228 0 210179 0 0 0 THOMAS HORKAN EMS SUPERVISOR 174143 0 22654 0 1387 0 11991 0 12315 0 222490 0 0 0 ANDREW J MATTURRO OPERATIONS MANAGER- AMBULANCE 204673 0 900 0 1019 0 12370 0 11834 0 230796 0 0 0 DAVID J REHDER PARAMEDIC 173859 0 31126 0 2304 0 12817 0 37620 0 257726 0 0 0 JAMES E STEAD EMS SUPERVISOR 286230 0 29760 0 6503 0 18300 0 42661 0 383454 0 0 0 Schedule J, Part I, Line 1a Tax indemnification and gross-up payments FOR THE FOLLOWING, BENEFITS REPORTED IN PART VII INCLUDE GROSS-UP PAYMENTS FOR EMPLOYEE RECOGNITION PROGRAM AWARDS: 5 HIGHEST-COMPENSATED EMPLOYEES 1 KEY EMPLOYEE Schedule J, Part I, Line 3 Arrangement used to establish the top management official's compensation WESTERN CONNECTICUT HEALTH NETWORK AFFILIATES, INC. RELIED ON NUVANCE HEALTH, A RELATED TAX EXEMPT ORGANIZATION, TO APPROVE AND DETERMINE COMPENSATION FOR THE CEO AND TOP MANAGEMENT, WHICH USED A COMPENSATION COMMITTEE, AN INDEPENDENT COMPENSATION CONSULTANT, WRITTEN EMPLOYMENT CONTRACTS, COMPENSATION SURVEY OR STUDY AND APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE TO GATHER COMPARABLE DATA ON OTHER KEY EMPLOYEES. Schedule J, Part I, Line 4b Supplemental nonqualified retirement plan EFFECTIVE OCTOBER 1, 2020, NUVANCE HEALTH ESTABLISHED AN EXECUTIVE RETIREMENT PLAN IN ORDER TO PROVIDE NONQUALIFIED DEFINED CONTRIBUTION RETIREMENT BENEFITS TO DESIGNATED KEY MEMBERS OF ITS EXECUTIVE MANAGEMENT TEAM, SELECTED BY THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS. ONLY EXECUTIVES OCCUPYING DESIGNATED TIER 1 OR TIER 2 EXECUTIVE POSITIONS ARE ELIGIBLE TO PARTICIPATE IN THE PLAN. THE PLAN IS INTENDED TO COMPLY WITH SECTION 457(F) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. IN CALENDAR YEAR 2022, THE AMOUNTS EARNED BY THE PARTICIPANTS ARE REPORTED ON SCHEDULE J, PART II, COLUMN (C) RETIREMENT AND OTHER DEFERRED COMPENSATION. FOR CALENDAR YEAR 2022, AMOUNTS EARNED BY KEY MEMBERS OF THE EXECUTIVE MANAGEMENT TEAM WERE AS FOLLOWS: JOHN M. MURPHY, MD $246,036 STEVEN H. ROSENBERG $108,180 KERRY EATON $110,402 CAROLYN MCKENNA $69,960 MICHELLE ROBERTSON $37,203 DANIEL DEBARBA $26,320 Schedule J, Part I, Line 7 Non-fixed payments NUVANCE HEALTH ANNUAL LEADERSHIP INCENTIVE PLAN (EXCERPTS FROM) THE PURPOSE OF THE NUVANCE HEALTH ANNUAL LEADERSHIP INCENTIVE PLAN ("PLAN") IS TO ENGAGE AND MOTIVATE THE ORGANIZATION'S LEADERS TO FURTHER THE CHARITABLE MISSION OF NUVANCE HEALTH, AND ITS AFFILIATES AND SUBSIDIARIES, BY PROMOTING EFFECTIVE MANAGEMENT OF OPERATIONS, DELIVERY OF HIGH-QUALITY CARE AND SERVICE, AND RESPONSIBLE USE OF RESOURCES TO MEET COMMUNITY NEEDS. THE PLAN IS INTENDED TO ASSIST NUVANCE HEALTH, AND ITS AFFILIATES AND SUBSIDIARIES TO ATTRACT AND RETAIN LEADERSHIP WITH THE TALENT AND EXPERIENCE NEEDED TO BE SUCCESSFUL BY PROVIDING MEANINGFUL INCENTIVES AND REWARDS FOR OUTSTANDING PERFORMANCE. INDIVIDUALS MUST BE AN ELIGIBLE EMPLOYEE TO BE CONSIDERED AS A PARTICIPANT IN THIS PLAN. AN ELIGIBLE EMPLOYEE IS AN INDIVIDUAL EMPLOYED BY NUVANCE HEALTH AND HOLDS A POSITION ASSIGNED TO ONE OF THE FOLLOWING TIERS, AS OF APRIL 30TH OF THE PLAN YEAR; - TIER I, PRESIDENT, CEO, SENIOR EXECUTIVE - TIER II, EXECUTIVE - TIER II(b), PHYSICIAN EXECUTIVE - TIER III, SENIOR LEADER (A) - TIER III, SENIOR LEADER (B) - TIER IV, LEADER (A) ORGANIZATIONAL GOALS ARE GENERALLY BASED ON THE FOLLOWING CATEGORIES AND ARE WEIGHTED THROUGH A SPLIT BETWEEN ORGANIZATIONAL AND INDIVIDUAL: - QUALITY AND SERVICE - PEOPLE AND CULTURE - PATIENT EXPERIENCE - FINANCIAL STRENGTH EACH PLAN YEAR, THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD ("THE COMMITTEE"), IN ITS SOLE DISCRETION AND UNLESS OTHERWISE APPROPRIATELY DELEGATED, SELECTS PARTICIPANTS FROM A LIST OF ELIGIBLE EMPLOYEES NOMINATED BY THE CEO. THE CEO, EX OFFICIO, IS AN ELIGIBLE EMPLOYEE FOR PURPOSES OF SELECTION TO PARTICIPATE IN THE PLAN. EACH PLAN YEAR, THE COMMITTEE, BASED ON INPUT FROM THE CEO, MAY ESTABLISH A THRESHOLD AWARD, A TARGET AWARD AND/OR A MAXIMUM AWARD FOR EACH PARTICIPANT. AWARD OPPORTUNITIES ARE ESTABLISHED BASED ON COMPETITIVE MARKET PRACTICES AND ON NUVANCE HEALTH'S COMPENSATION PHILOSOPHY. AWARD OPPORTUNITIES MAY BE BASED ON ADDITIONAL FACTORS, INCLUDING NUVANCE HEALTH'S FINANCIAL AND OPERATIONAL PERFORMANCE, REFLECTING MARKET PAY PRACTICES AND BENCHMARKING FOR COMPARABLE POSITIONS, AND ANY OTHER FACTORS DEEMED RELEVANT BY THE COMMITTEE. EACH PLAN YEAR, THE COMMITTEE, AND UNLESS OTHERWISE APPROPRIATELY DELEGATED FOR ANY PLAN YEAR, SHALL ESTABLISH PERFORMANCE GOALS TO EVALUATE THE PERFORMANCE OF EACH PARTICIPANT. AFTER COMPLETION OF EACH PLAN YEAR, THE COMMITTEE MAY EVALUATE WHETHER THE PERFORMANCE OF NUVANCE HEALTH AND PARTICIPANT MEETS OR EXCEEDS THE PERFORMANCE GOALS ESTABLISHED FOR THE PLAN YEAR. IF PERFORMANCE WARRANTS, THE COMMITTEE MAY APPROVE A FINAL AWARD AMOUNT FOR EACH PARTICIPANT AND APPROVE ANY ADDITIONAL CONDITION ON PAYMENT OF THE AWARD. NUVANCE HEALTH EXECUTIVE LONG TERM INCENTIVE PLAN (EXCERPTS FROM) ONLY EXECUTIVES OCCUPYING DESIGNATED TIER 1 EXECUTIVE POSITIONS SHALL BE ELIGIBLE EMPLOYEES TO PARTICIPATE IN THE PLAN. UNDER THE PLAN, PARTICIPANTS WILL BE ELIGIBLE TO RECEIVE INCENTIVE AWARD PAYMENTS BASED UPON THE ACHIEVEMENT OF SELECTED AND STRATEGICALLY IMPORTANT PERFORMANCE GOALS IDENTIFIED FOR EACH PERFORMANCE PERIOD. THE AWARD OPPORTUNITIES FOR AN ELIGIBLE EMPLOYEE WITH RESPECT TO A PERFORMANCE PERIOD SHALL BE EXPRESSED AS A PERCENTAGE OF HIS OR HER AVERAGE BASE SALARY IN EFFECT DURING THE APPLICABLE PERFORMANCE PERIOD. PRIOR TO THE BEGINNING OF EACH PERFORMANCE PERIOD, THE COMMITTEE MAY ESTABLISH A MINIMUM PERFORMANCE REQUIREMENT FOR NUVANCE HEALTH. NO FINAL AWARDS MAY BE GRANTED TO ANY PARTICIPANT FOR A PERFORMANCE PERIOD IN WHICH MINIMUM PERFORMANCE REQUIRMENTS, IN ANY, WERE NOT MET. THE FINAL AWARD PAYABLE TO EACH PARTICIPANT WILL BE DETERMINED WITHIN 60 DAYS FOLLOWING THE END OF THE PERFORMANCE PERIOD. AWARDS FOR A GIVEN PERFORMANCE PERIOD WILL BE PAID IN A SINGLE LUMP-SUM ON THE PAYMENT DATE PROVIDED HOWEVER, THAT NO PAYMENT WILL BE MADE UNTIL THE RESULTS ARE VERIFIED AND AUDITED. Form 990, Part VI, Line 14 Document Retention and Destruction Policy THE POLICIES EXIST AT THE PARENT LEVEL, WHICH ARE FOLLOWED BY EACH ENTITY AND ARE APPROVED BY THE PARENT BOARD, BUT NOT EACH INDIVIDUAL BOARD. THIS EXCLUDES THE RECORD RETENTION POLICY, WHICH IS APPROVED ONLY BY THE PARENT AUDIT COMMITTEE. Form 990, Part VI, Line 1a FORM 990, PART VI, SECTION A, LINE 1 THERE ARE NO INDEPENDENT GOVERNING BOARD MEMBERS BECAUSE ALL MEMBERS OF THE GOVERNING BOARD ARE COMPENSATED BY A RELATED ORGANIZATION. HOWEVER, WESTERN CONNECTICUT HEALTH NETWORK AFFILIATES, INC. (WCHNA) IS PART OF AN INTEGRATED DELIVERY SYSTEM THAT DOES HAVE A MORE THAN MAJORITY INDEPENDENT BOARD. FURTHER THIS GOVERNANCE STRUCTURE HAS NOT CHANGED RELATIVE TO INDEPENDENCE SINCE IT WAS RECOGNIZED AS EXEMPT BY THE IRS AFTER IT WAS ORGANIZED. Form 990, Part VI, Line 6 Classes of members or stockholders WESTERN CONNECTICUT HEALTH NETWORK, INC. IS THE SOLE MEMBER OF WESTERN CONNECTICUT HEALTH NETWORK AFFILIATES. NUVANCE HEALTH IS THE SOLE MEMBER OF WESTERN CONNECTICUT HEALTH NETWORK, INC. Form 990, Part VI, Line 7a Members or stockholders electing members of governing body THE MEMBER SHALL BE RESPONSIBLE FOR ELECTING, AT THE ANNUAL MEETING OF THE MEMBERSHIP, THE MEMBERS OF THE BOARD OF DIRECTORS OF THE CORPORATION TO SERVE FOR THREE YEAR TERMS AND UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALIFIED. Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders CERTAIN FUNDAMENTAL DECISIONS TO BE UNDERTAKEN BY THE CORPORATION REQUIRE THE APPROVAL OF THE MEMBER, INCLUDING BUT NOT LIMITED TO THE FOLLOWING: (1) ELECTION OR REMOVAL OF A DIRECTOR OR AN OFFICER WHO IS NOT AN EMPLOYEE OR CONTRACTOR; (2) AMENDMENT OF CORPORATION'S ORGANIZATIONAL DOCUMENTS; (3) ADOPTION OF OR REVISIONS TO POLICY RELATING TO THE CONTROL AND SUPERVISION OF THE INVESTMENT OF THE CORPORATION'S FUNDS. (4) ADOPTION OF OR AMENDMENT TO ANY OF THE CORPORATION'S QUALIFIED OR NON-QULAIFIED BENEFIT PLAN (5) ADOPTION OF OR REVISIONS OF SYSTEM-WIDE QUALITY, PERFORMANCE, AND CREDENTIALING STANDARDS AND PROCEDURES (6) APPROVAL OF ALL AUDITED FINANCIAL STATEMENTS, WHICH INCLUDES REVIEW OF THE SYSTEM-WIDE ACCOUNTING POLICIES AND CONTROLS AND THE SELECTION OF INDEPENDENT AUDITORS. (7) ADOPTION OF OR ANY MATERIAL REVISIONS TO THE CAPITAL BUDGET AND OPERATING BUDGET (8) ADOPTION OF, REVISIONS TO, AND OVERSIGHT OF ANY SYSTEM-WIDE POLICIES AND PRACTICES RELATING TO REGULATORY COMPLIANCE (9) ANY ASSIGNMENT FOR THE BENEFIT OF CREDITORS, FILING OF ANY PETITION IN VOLUNTARY BANKRUPTCY, FILING OF ANY PETITION ANSER SEEKING REORGANIZATION, OR AN ARRANGEMENT WITH CREDITORS UNDER FEDERAL BANKRUPTCY LAW (10) ANY CHANGE IN THE TAX STATUS OF OR REVISION OF THE CHARITY CARE POLICIES (11) ANY MERGER, CONSOLIDATION OR SIMILAR TRANSACTION (12) ANY INCURRENCE, ASSUMPTION, OR GUARANTEE OF ANY DEBT THE ACTIONS LISTED BELOW WHICH REQUIRE APPROVAL OF THE BOARD, MUST ALSO BE APPROVED BY THE MEMBER: (1) AMENDMENT OF CERTIFICATE OF INCORPORATION OF THE CORPORATION (2) ANY SALE, LEASE, EXCHANGE, OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE PROPERTY OR ASSETS OF THE CORPORATION, OR THE PURCHASE, SALE, MORTGAGE, LEASE, EXCHANGE, OR OTHER DISPOSITION OF REAL PROPERTY OF OR FOR THE CORPORATION (3) A MERGER OR CONSOLIDATION OF THE CORPORATION WITH ANOTHER CORPORATION (4) ANY DISSOLUTION OF THE CORPORATION Form 990, Part VI, Line 11b Review of form 990 by governing body THE FORM 990 IS PREPARED BY AN INDEPENDENT ACCOUNTING FIRM USING INFORMATION PROVIDED BY THE ORGANIZATION AND A DRAFT FORM 990 IS REVIEWED BY INTERNAL MANAGEMENT. A COMPLETE DRAFT IS THEN POSTED TO AN INTRANET SITE FOR NUVANCE BOARD MEMBERS, THE ULTIMATE PARENT OF THE ORGANIZATION, TO REVIEW PRIOR TO FILING. THE FORM 990 IS THEN SIGNED AND FILED WITH THE IRS. Form 990, Part VI, Line 12c Conflict of interest policy OFFICERS, TRUSTEES/DIRECTORS, KEY EMPLOYEES AND OTHER DISQUALIFIED PERSONS ARE REQUIRED TO COMPLETE A CONFLICT OF INTEREST QUESTIONNAIRE ANNUALLY. RESPONSES ARE REVIEWED BY THE CHIEF COMPLIANCE, AUDIT & PRIVACY OFFICER. ALSO, THEY ARE REQUIRED TO DISCOSE ANY CONFLICT TO THE BOARD OR DIRECTLY TO THE CHAIRMAN PRIOR TO ANY MEETING. AFTER A POTENTIAL CONFLICT OF INTEREST IS DISCLOSED ALONG WITH ALL RELATED MATERIAL FACTS, THE BOARD PROCEEDS TO DISCUSS AND DETERMINE THROUGH A MAJORITY VOTE OF THE DISINTERESTED MEMBERS WHETHER AN ACTUAL CONFLICT OR DUALITY OF INTEREST EXISTS. IF THE INTERESTED PERSON IS PRESENT AT THE START OF THE DISCUSSION, HE OR SHE MAY ANSWER QUESTIONS RELATED TO THE MATTER AND PROVIDE ADDITIONAL, RELEVANT FACTS BUT IS REQUIRED TO LEAVE THE MEETING DURING DELIBERATIONS REGARDING WHETHER AN ACTUAL CONFLICT OR DUALITY OF INTEREST EXISTS. Form 990, Part VI, Line 15b Process to establish compensation of other employees NUVANCE HEALTH'S EXECUTIVE TOTAL REWARDS PHILOSOPHY IS DESIGNED TO ALIGN WITH THE COMPANY'S STRATEGIC DIRECTION, AND TO REINFORCE ITS CORE MISSION, VISION AND VALUES. IN ORDER TO ACHIEVE ITS OVERALL PERFORMANCE OBJECTIVES, NUVANCE HEALTH PROVIDES TOTAL REWARDS PROGRAMS THAT RECOGNIZE EXECUTIVES FOR PERFORMING WORK WELL TO ENSURE THE ACHIEVEMENT OF COMPANY GOALS. THESE PROGRAMS SERVE TO PROMOTE THE ATTRACTION, ENGAGEMENT, AND RETENTION OF TALENTED EXECUTIVES THROUGHOUT THEIR CAREERS WITH NUVANCE HEALTH. THE TOTAL REWARDS PROGRAMS ARE DESIGNED TO BE MARKET COMPETITIVE, COMPLIANT WITH REGULATORY GUIDELINES REFLECTIVE OF BEST PRACTICES, AND DIFFERENTIATED TO CREATE STRONG COMPETITIVE ADVANTAGE. TOTAL REWARDS PROGRAMS ARE REVIEWED ON AN ONGOING BASIS TO ENSURE CONTINUED MARKET COMPETITIVENESS, RELEVANT VALUE TO EXECUTIVES, AND FISCAL RESPONSIBILITY. TOTAL REWARDS FOR NUVANCE HEALTH EXECUTIVES CONSISTS OF KEY COMPONENTS OF COMPENSATION AND BENEFITS. OVERALL EXECUTIVE REWARDS PROGRAM WILL EMPHASIZE PERFORMANCE-BASED ELEMENTS, WHEREBY TARGETED LEVELS OF COMPENSATION WILL ONLY BE ACHIEVED IF THE ORGANIZATION AND INDIVIDUAL ACHIEVE "STRETCH" GOALS AND OBJECTIVES. BASED ON THE LABOR MARKETS FOR TALENT FOR EXECUTIVE ROLES, NUVANCE HEALTH WILL UTILIZE A WEIGHTED BLEND OF BOTH NATIONAL COMPARABLY-SIZED HEALTH CARE PROVIDER MARKET DATA WITH A +25% GEOGRAPHIC DIFFERENTIAL APPLIED (DIFFERENTIAL TO BE VALIDATED ON A PERIODIC BASIS) AT TWO-THIRDS WEIGHT AND NATIONAL COMPARABLY-SIZED GENERAL INDUSTRY DATA, FOR IDENTIFIED ROLES WHERE SKILL SETS OVERLAP AT ONE-THIRD WEIGHT. GEOGRAPHIC DIFFERENTIAL REFLECTS THE OBSERVED AND REPORTED COMPENSATION DIFFERENTIAL BETWEEN NUVANCE HEALTH'S OPERATING REGION AND THE BROADER NATIONAL HEALTH CARE PROVIDER MARKET. NUVANCE HEALTH'S TOTAL REWARDS PHILOSOPHY AND PRACTICES ARE TARGETED AT THE 50TH PERCENTILE OF THE RELEVANT MARKET FOR BASE SALARY, AND 62.5TH PERCENTILE FOR TOTAL CASH AND TOTAL DIRECT (WHERE AVAILABLE) COMPENSATION ELEMENTS IF TARGET PERFORMANCE IS ACHIEVED UNDER VARIABLE COMPENSATION PROGRAMS. NUVANCE HEALTH'S COMMITTEE HAS DISCRETION TO POSITION INDIVIDUAL LEVELS ABOVE OR BELOW THIS TARGETED COMPETITIVE POSITIONING, BASED ON SUCH FACTORS AS POSITIONING TO MARKET, HIGH DEMAND SKILLSETS AND DIFFICULT TO FILL OR CRITICAL TO THE ORGANIZATION'S STRATEGY AND SUCCESS. OUR GOVERNANCE PROMOTES CONSISTENCY AND EQUITY; PROVIDES CLARITY AND GUIDANCE TO DECISION-MAKERS; ENSURES STANDARD PROCESSES AND PROCEDURES FOR ASSESSING, CALIBRATING, ADMINISTERING, AND DELIVERING EFFECTIVE TOTAL REWARDS THROUGHOUT THE NUVANCE HEALTH SYSTEM. OVERSIGHT AND GOVERNANCE OF THE EXECUTIVE COMPENSATION PHILOSOPHY AND PROGRAMS FOR ELIGIBLE EXECUTIVES/DISQUALIFIED INDIVIDUALS (CURRENTLY CEO, PRESIDENT AND TIERS 1 AND 2) WILL BE AT THE COMPENSATION COMMITTEE OF THE BOARD LEVEL, AND WILL FOLLOW A STRUCTURED AND RIGOROUS PROCESS TO ENSURE COMPLIANCE WITH INTERMEDIATE SANCTIONS UNDER IRS GUIDELINES. AN ANNUAL LETTER OF REASONABLENESS IS PRESENTED TO THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS BY WILLIS TOWERS WATSON AS CONSULTANT TO THE BOARD. IN THIS ANNUAL ASSESSMENT OF THE REASONABLENESS OF THE TOTAL REMUNERATION PACKAGES PROVIDED TO SELECT EXECUTIVES, AN OPINION IS RENDERED WITH RESPECT TO THE REASONABLENESS OF POTENTIAL TARGET AND MAXIMUM TOTAL REMUNERATION PROVIDED TO THE INCLUDED EXECUTIVES FOR EACH FISCAL YEAR. A BI-ANNUAL LETTER OF REASONABLENESS FOR PHYSICIAN COMPENSATION IS ALSO PRESENTED TO THE EXECUTIVE COMPENSATION COMMITTEE BY KORN FERRY HAY AS A CONSULTANT TO THE BOARD. THIS ASSESSMENT OF THE REASONABLENESS OF THE TOTAL REMUNERATION PACKAGES PROVIDED TO PHYSICIANS IS RENDERED WITH RESPECT TO THE REASONABLENESS OF POTENTIAL TARGET AND MAXIMUM TOTAL REMUNERATION PROVIDED TO EACH PHYSICIAN. Form 990, Part VI, Line 19 Required documents available to the public THE GOVERNING DOCUMENTS, POLICIES AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. THE DOCUMENTS ARE PROVIDED EITHER ELECTRONICALLY OR AS PAPER COPIES. IN ADDITION, CERTAIN FINANCIAL INFORMATION IS AVAILABLE ON VARIOUS WEBSITES DUE TO REGULATORY FILING SUCH AS THE 990. Form 990, Part VII, Section A ADDITIONAL INFORMATION FOR THOSE KEY EMPLOYEES AND TOP 5 EMPLOYEES, FOR WHICH ONLY 40 HOURS IS NOTED TO REFLECT PAID HOURS, ACTUAL HOURS WORKED EXCEEDED THIS AMOUNT. NOTE: ALL AMOUNTS IN COLUMN F, OF PART VII, "ESTIMATED AMOUNT OF OTHER COMPENSATION" REPRESENT BENEFITS, AND DO NOT REFLECT ANY COMPENSATION FOR WHICH THE AVERAGE AMOUNT OF TIME WORKED CAN BE REFLECTED. Form 990, Part XI, Line 9 Other changes in net assets or fund balances REALLOCATION OF COVID STIMULUS FUNDS TO OTHER NUVANCE ENTITIES - -17830; Alamo Ambulance Service INC 45 READE PLACE POUGHKEEPSIE NY 12601 141745417 Transportation NY 501(c)(3) Type III-FI HQ true Danbury Hospital & New Milford Hospital Foundation Inc 24 HOSPITAL AVENUE DANBURY CT 06810 237425557 Fundraising CT 501(c)(3) 7 WCHN true The Danbury Hospital 24 HOSPITAL AVENUE DANBURY CT 06810 060646597 Hospital CT 501(c)(3) 3 WCHN true Eastern New York Medical Services PC 3423 DANBURY ROAD BREWSTER NY 10509 455431389 Physician Services NY 501(c)(3) 10 WCHN true Health Quest Home Care Inc (Certified) 2649 SOUTH ROAD SUITE 220 POUGHKEEPSIE NY 12601 141788412 Home Health NY 501(c)(3) 10 HQ true Health Quest Home Care Inc (Licensed) 2649 SOUTH ROAD SUITE 220 POUGHKEEPSIE NY 12601 141788410 Home Health NY 501(c)(3) 10 HQ true Nuvance Health Medical Practice PC 45 READE PLACE POUGHKEEPSIE NY 12601 562669185 Physician Services NY 501(c)(3) 10 HQ true Health Quest Systems Inc 45 READE PLACE POUGHKEEPSIE NY 12601 141678068 Support/Management NY 501(c)(3) 10 NUVANCE true Health Quest Urgent Medical Care Practice PC 45 READE PLACE POUGHKEEPSIE NY 12601 800152047 Physician Services NY 501(c)(3) 10 HQ true Hudson Valley Cardiovascular Practice PC 1 COLUMBIA POUGHKEEPSIE NY 12601 463756713 Physician Services NY 501(c)(3) 10 HQ true NDH Foundation 6531 SPRINGBROOK AVENUE RHINEBECK NY 12572 141776208 Fundraising NY 501(c)(3) 7 HQ true Northern Dutchess Hospital 6511 SPRINGBROOK AVENUE RHINEBECK NY 12572 141338467 Hospital NY 501(c)(3) 3 HQ true Northern Dutchess Residential Healthcare Facility Inc 6525 SPRINGBROOK AVENUE RHINEBECK NY 12572 223129608 Nursing Home NY 501(c)(3) 10 HQ true Norwalk Hospital Foundation Inc 34 MAPLE STREET NORWALK CT 06850 222577707 Fundraising CT 501(c)(3) 7 WCHN true Nuvance Health 45 READE PLACE POUGHKEEPSIE NY 12601 834214573 Support/Management NY 501(c)(3) Type III-FI NA false Nuvance Health Medical Practice CT Inc 100 RESERVE ROAD DANBURY CT 06810 061137531 Physician Services CT 501(c)(3) 10 WCHN true Putnam Hospital 670 STONELEIGH AVENUE CARMEL NY 10512 146019179 Hospital NY 501(c)(3) 3 HQ true Putnam Hospital Center Foundation Inc 670 STONELEIGH AVENUE CARMEL NY 10512 061399319 Fundraising NY 501(c)(3) Type I HQ true The Norwalk Hospital Association 34 MAPLE STREET NORWALK CT 06850 066068853 Hospital CT 501(c)(3) 3 WCHN true Vassar Brothers Hospital Foundation 45 READE PLACE POUGHKEEPSIE NY 12601 141736429 Fundraising NY 501(c)(3) 7 HQ true Vassar Brothers Medical Center 45 READE PLACE POUGHKEEPSIE NY 12601 141338586 Hospital NY 501(c)(3) 3 HQ true Vassar Health Connecticut Inc 50 HOSPITAL HILL ROAD SHARON CT 06069 815056290 Hospital CT 501(c)(3) 3 HQ true Wells Manor Housing Development Fund Corp 56 ASTOR DRIVE RHINEBECK NY 12572 112611902 Low Income NY 501(c)(3) PF HQ true Western Connecticut Home Care Inc 100 SAW MILL ROAD DANBURY CT 06810 060655138 Home Healthcare CT 501(c)(3) 10 WCHN true Western Connecticut Health Network Inc 100 RESERVE ROAD DANBURY CT 06810 222594977 SUPPORT/MANA GEMENT CT 501(c)(3) Type II NUVANCE true Western Connecticut Health Network Investments LLC 100 Reserve Road Danbury CT 06810 475523212 Investments CT 501(c)(3) Type I NA false NEW MILFORD MRI LLC 100 RESERVE ROAD DANBURY CT 06810 271877801 INACTIVE CT NA N/A false false NORWALK SURGERY CENTER LLC 40 CROSS STREET STE 120 NORWALK CT 06851 272394942 SURGERY CENTER CT NA N/A false false NUVANCE HEALTH INSURANCE COMPANY LTD PO BOX 1159 GRAND CAYMAN CJ KY11102 980438151 MALPRACTICE CJ NUVANCE HEALTH C Corporation true SWC CORPORATION 24 STEVENS STREET NORWALK CT 06850 222577718 PHARMACY CT NA C Corporation true TACONIC IPA INC 45 READE PLACE POUGHKEEPSIE NY 12601 223007320 MEDICAL CARE NY NA C Corporation true Vassar Health Quest Medical Practice of Connecticut Inc 100 RESERVE ROAD DANBURY CT 06810 821466583 MEDICAL CARE CT NA C Corporation true false false false false false false false false false false true true true false false true true false false Alamo Ambulance Services Inc Q 550000 Cost Method Danbury Hospital K 255996 Cost Method Danbury Hospital L 472162 Cost Method Danbury Hospital P 213767 Cost Method Nuvance Health M 1017587 Cost Method Nuvance Health P 349983 Cost Method Western Connecticut Health Network Inc M 98529 Cost Method Western Connecticut Health Network Inc P 3290519 Cost Method