2024-11-12T11:35:31-06:00 2023-12-31 ERNST & YOUNG US LLP 560 MISSION ST STE 1600 SAN FRANCISCO CA 94105 990 2023-01-01 942290244 MEMORIAL HOSPITAL FOUNDATION % KENNETH YOUNG MEMO 9162866665 C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 Jana Rhine Dir. Of Philanthropy 9162866665 2024-10-29 true true Eva Nitta P01286320 4158948000 2023 2024-10-15 13:58:12Z Jana Rhine C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 2984723 false X WWW.SUTTERHEALTH.ORG X 1975 CA SEE SCHEDULE O 10 8 0 9 0 0 2182742 1753363 726334 746323 543245 485037 -15636 0 3436685 2984723 586925 2933853 0 0 491678 475190 0 0 0 277494 313405 1356097 3722448 2080588 -737725 21406490 23604648 1099148 2369096 20307342 21235552 X SEE SCHEDULE O false false 3200830 2933853 746323 SEE SCHEDULE O 3200830 true true false false false false false false false true false false false false true true false true false false false false false false false 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 false false false false false false false X 10 8 false false false false true true true true true false false false true true true true true true true true true CA X KENNETH YOUNG 9162866665 2300 RIVER PLAZA DRIVE SACRAMENTO CA 95833 X EUGENE PATRIZIO President, Central Valley Mkt 1.0 40.0 X 0 1045369 104842 Raya Elias-Petros Chief Philanthropy Officer-SH 0.0 40.0 X 0 700502 68027 TIMOTHY NOAKES CFO Hospital SMCS 0.0 40.0 X 0 641427 56291 TRACY ROMAN CEO, MMC 1.0 40.0 X 0 503206 53311 Jodi Davis Frmr Chief Philanthropy Off. 0.0 0.0 X 0 317861 5278 Lisa Hume Dir. of Philanthropy(pt-yr) 2.0 40.0 X X 0 269876 19395 Jana Rhine Dir. of Philanthropy (pt-yr) 2.0 40.0 X X 0 154953 40872 Clarence Abid Trustee/Vice-Chair 2.0 0.0 X X 0 0 0 Jake Barber DDS TRUSTEE 1.0 0.0 X 0 0 0 Bowen Cardoza TRUSTEE 1.0 0.0 X 0 0 0 Nancy Grant TRUSTEE 1.0 0.0 X 0 0 0 Cindy Kelley TRUSTEE 1.0 0.0 X 0 0 0 Kaylie Layman TRUSTEE 1.0 0.0 X 0 0 0 Hilary Leffler TRUSTEE/Secretary 2.0 0.0 X X 0 0 0 Rebecca Terpstra Trustee 1.0 0.0 X 0 0 0 David Warter Trustee/Chair 2.0 0.0 X X 0 0 0 0 3633194 348016 0 true true false 0 89 1753274 1753363 HOSPITAL SUPPORT 561990 746323 746323 746323 369510 369510 0 0 0 0 0 115527 115527 115527 115527 0 0 0 0 0 0 0 0 0 0 2984723 746323 485037 X 2933853 2933853 0 0 0 0 0 302572 151286 151286 0 172618 86309 86309 0 0 0 0 0 0 41252 41252 0 0 20833 20833 0 0 893 893 170 170 0 0 0 0 0 11409 11409 SUTTER CHARGEBACKS 209178 209178 AREA ALLOCATION 28600 6416 22184 DONOR CULTIVATON 1070 1070 0 3722448 3200830 521618 0 579645 473320 0 0 674372 1052600 23265 6760 0 0 0 0 0 0 0 0 0 8136 0 0 20129208 22063832 0 0 0 0 0 0 0 0 21406490 23604648 1089579 2359337 0 0 6260 6260 0 0 0 0 0 0 0 0 0 0 3309 3499 1099148 2369096 X 16265339 17735420 4042003 3500132 20307342 21235552 21406490 23604648 -737725 1665935 X false true X true false X X X 1 SUTTER VALLEY HOSPITALS DBA MEMORIAL MEDICAL CENTER 941156621 3 true 2933853 0 1 2933853 0 true false false false false false false false false false false false false false false true false RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 13385627 1378246 257781 14506092 14237752 -817923 34202 13385627 15184881 -222477 724652 14237752 12111774 3498433 425326 15184881 10971216 1438365 297807 12111774 1.00000 false false 0 INSURANCE LIABILITIES 3499 3499 X SCHEDULE D, PART V, LINE 4 INTENDED USE OF ENDOWMENT FUNDS: THE EARNINGS OF THE BOARD DESIGNATED ENDOWMENT WILL BE USED TO FUND SPECIAL PROGRAMS/SERVICES AS DESIGNATED BY THE BOARD. 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 2020 THROUGH 2022 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, 2023 AND 2022. true SVH DBA MEMORIAL MEDICAL CENTER C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 941156621 501(c)(3) 2933853 program support 1 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 hospital's 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 EUGENE PATRIZIO President, Central Valley Mkt 0 672942 0 312634 0 59793 0 69564 0 35278 0 1150211 0 42887 Raya Elias-Petros Chief Philanthropy Officer-SH 0 521300 0 130079 0 49123 0 34564 0 33463 0 768529 0 29990 TIMOTHY NOAKES CFO Hospital SMCS 0 455675 0 151155 0 34597 0 31464 0 24827 0 697718 0 22802 TRACY ROMAN CEO, MMC 0 380181 0 94359 0 28666 0 29864 0 23447 0 556517 0 20833 Jodi Davis Frmr Chief Philanthropy Off. 0 13538 0 226971 0 77352 0 2656 0 2622 0 323139 0 0 Lisa Hume Dir. of Philanthropy(pt-yr) 0 235516 0 32464 0 1896 0 2758 0 16637 0 289271 0 0 Jana Rhine Dir. of Philanthropy (pt-yr) 0 140742 0 13992 0 219 0 31018 0 9854 0 195825 0 0 SCHEDULE J, PART I, LINE 3 SUPPLEMENTAL COMPENSATION INFORMATION: THE COMPENSATION FOR THE POSITION OF EXECUTIVE DIRECTOR/TOP MANAGEMENT OFFICAL 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 APPROPROPRIATE. 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 & PART III, LINE 1 MISSION STATEMENT: MISSION: CARING FOR OUR PATIENTS FIRST AND OUR PEOPLE ALWAYS. VISION: TO BE THE MOST COMPREHENSIVE, INTEGRATED AND CONNECTED HEALTH SYSTEM FOR GETTING AND STAYING WELL. VALUES: EXCELLENCE - We deliver high-quality, equitable care and take on the toughest challenges. CURIOSITY - We are constantly learning and creating new ways to advance healthcare. TEAMWORK - We collaborate with humility and solve for ONE Sutter. COMPASSION - We show empathy and understanding in every personal interaction. INCLUSION - We respect our differences and similarities, and cultivate a sense of belonging. INTEGRITY - We earn trust by doing the right thing and delivering on our commitments. 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 community. In 2023, Memorial Hospital Foundation contributed over $2.9 million in philanthropic gifts to support equipment, programs and services that helps save lives and fulfill our not-for-profit mission. - $1.3M was provided for the radiation oncology CT remodel at Memorial Medical Center. - $447K was provided for purchase of a neurosurgical microscope at Memorial Medical Center. - $156K was provided for purchase of two Tru V Smart UCV robots at Memorial Medical Center. - $136K was provided for purchase of a cori robotic knee system at Memorial Medical Center. - $133K was provided for purchase of four neuro surgery power systems at Memorial Medical Center. - $123K was provided for purchase of two video towers for the surgery department at Memorial Medical Center. The Foundation also continued its program of employee emergency need support (SPIRIT Club). FORM 990, PART V, LINE 2A, PART VII, LINE 1A and PART IX, Line 7 EMPLOYEE SUPPLEMENTAL INFORMATION: MEMORIAL HOSPITAL 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, LINE 6 & 7A CLASSES OF PERSONS AND THE NATURE OF THEIR RIGHTS: SUTTER VALLEY HOSPITALS, ("THE GENERAL MEMBER") IS THE SOLE MEMBER OF THIS CORPORATION 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 ("THE GENERAL MEMBER") 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 CORPORATE 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 ORGANIZATIONS OF THE CORPORATION; D. ADOPTION OF CAPITAL BUDGETS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; E. AGGREGATE OPERATING OR CAPITAL EXPENDITURES THAT EITHER EXCEED PREVIOUSLY APPROVED OPERATING OR CAPITAL BUDGETS, OR ARE UNBUDGETED, IF THE AMOUNT IN EXCESS OR THE UNBUDGETED EXPENDITURE IS HIGHER THAN THE SIGNATURE AUTHORITY OF THE PRESIDENT OF 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, UNLESS AT LEAST TWO-THIRDS (2/3) OF THE BOARD IN OFFICE ON THE DAY OF A VOTE DETERMINE THAT A MATERIAL CONFLICT OF INTEREST EXISTS BETWEEN THE CORPORATION AND THE GENERAL MEMBER AND, THEREFORE, THE BOARD MUST ENGAGE INDEPENDENT COUNSEL TO ASSIST IN EXERCISING THE BOARD'S FIDUCIARY DUTIES. TO PRESERVE THE INDEPENDENCE OF COUNSEL RETAINED PURSUANT TO THIS PROVISION, THE GENERAL MEMBER SHALL NOT CLAIM THAT ANY COMMUNICATION BETWEEN SUCH INDEPENDENT COUNSEL AND ANY PERSON ACTING ON BEHALF OF THE CORPORATION, EVEN IF THAT PERSON IS ALSO AN EMPLOYEE, OFFICER OR AGENT OF THE GENERAL MEMBER, CONSTITUTES A WAIVER OF THE ATTORNEY-CLIENT PRIVILEGE OR WORK-PRODUCT PROTECTION; 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 2023 EXECUTIVE COMPENSATION APPROVAL WAS COMPLETED IN MAY 2023. 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 2023 EXECUTIVE COMPENSATION APPROVAL WAS COMPLETED IN MAY 2023. 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. California Pacific Medical Center 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 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 Coast Hospital c/o SH Tax 2200 River Plaza Dr Sacramento CA 95833 942988520 Hospital CA 501(c)(3) 3 SUTTER HLTH true Sutter Health 2200 River Plaza Dr Sacramento CA 95833 942788907 Support. Org. CA 501(c)(3) 12C-III-FI NA false Sutter Health Pacific 91-2301 Fort Weaver Road 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 St Suite 1100 Honolulu HI 96813 990289310 INSURANCE SER HI 501(c)(3) 12C-III-FI Sutter HLTH true Sutter Medical Center Foundation c/o SH Tax 2200 River Plaza Dr Sacramento CA 95833 942788906 Fundraising CA 501(c)(3) 7 Sutter VH true Sutter Valley Medical Foundation c/o SH Tax 2200 River Plaza Dr Sacramento CA 95833 680273974 Healthcare CA 501(c)(3) 3 Sutter HLTH true Sutter Roseville Medical Center Found c/o SH Tax 2200 River Plaza Dr Sacramento CA 95833 680040113 Fundraising CA 501(c)(3) 7 Sutter VH true Sutter Visiting Nurse Association & Hos c/o SH Tax 2200 River Plaza Dr Sacramento CA 95833 946068843 Healthcare 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 Sutter Health Plan c/o SH Tax 2200 River Plaza Dr Sacramento CA 95833 461183948 Health Plan CA 501(C)(4) N/A Sutter HLTH true Sansum Clinic c/o SH Tax 2200 River Plaza Dr Sacramento CA 95833 956419205 Healthcare CA 501(c)(3) 3 Sutter Hlth true Surg Ctr of ABSMC 3875 Telegraph Oakland CA 94609 470946086 Patient Care CA N/A CA PACIFIC ADV IMAG PO Box 6102 Novato CA 94948 562311840 Patient Care CA N/A SF Endoscopy Center c/o SH Tax 2200 River Plaza Dr Sacramento CA 95833 912160588 Patient Care CA N/A SUT FAIRFIELD SURG c/o SH Tax 2200 River Plaza Dr Sacramento CA 95833 300233892 Patient Care CA N/A SUT AMADOR SURG CTR c/o SH Tax 2200 River Plaza Dr Sacramento CA 95833 461398093 Patient Care CA N/A Roseville Endoscopy c/o SH Tax 2200 River Plaza Dr Sacramento CA 95833 870710513 Patient Care CA N/A MEMORIAL MED BLDG 1800 COFFEE Rd 76 Modesto CA 95355 770234236 office rental CA N/A MAGNETIC IMAGING AF 2125 Oak Grove Rd Walnut Creek CA 94598 473696091 Patient Care CA N/A ASC OPTRS-SNTA ROSA 2200 RIVER PLAZA DR SACRAMENTO CA 95833 263386169 CARE MANAGEMENT CA N/A Divisadero Holdings C/O SH Tax 2200 River Plaza Dr Sacramento CA 95833 320621050 CARE MANAGEMENT CA N/A PENINSULA ENDOSCOPY c/o SH Tax 2200 River Plaza Dr Sacramento CA 95833 271905059 PATIENT CARE CA N/A S Placer Surg Ctr 8 Medical Plaza Roseville CA 95661 421540694 Patient Care CA N/A Sac Surg Ctr Assoc 1800 Tribute Rd Sacramento CA 95815 680516588 Patient Care CA N/A Fort Sut Surg Ctr 2801 K ST SACRAMENTO CA 95816 680116391 Patient Care CA N/A Sut Alhambra Surg 1201 Alhambra SACRAMENTO CA 95816 631221949 Patient Care CA N/A Auburn Surg Ctr 148 Maple St Auburn CA 95603 364123623 Patient Care CA N/A ASC Operators LLC 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 208970704 Care Management CA N/A DE SHAW ALL CTRY 1166 AVE AMERICAS New York NY 10036 832024364 Investment DE N/A ICG CR OPP FUND 1A 11111 SANTA MONICA BLVD SUITE 2100 LOS ANGELES CA 90025 825045573 Investment DE N/A ICG CR OPP FUND 2A 11111 SANTA MONICA BLVD SUITE 2100 LOS ANGELES CA 90025 852303976 Investment DE N/A MAKENA RE II 2755 Sand Hill Menlo Park CA 94025 981298071 Investment CJ N/A DE SHAW ALP PLUS 1166 AVE AMERICAS New York NY 10036 882890454 Investment DE N/A ICG CR OPP FUND 11111 SANTA MONICA BLVD SUITE 2100 LOS ANGELES CA 90025 814220441 INVESTMENT DE N/A ICG SPEC OPP FND I 11111 SANTA MONICA BLVD SUITE 2100 LOS ANGELES CA 90025 863196460 Investment DE N/A Makena Strat Opp SH 2755 SAND HILL RD MENLO PK CA 94025 844965838 Investment CA N/A ASC OPTRS - SLO LLC 2200 RIVER PL DR Sacramento CA 95833 272673776 CARE MANAGEMENT CA N/A TAP CMDITYBLDR FUND 257 PARK AVENUE SOUTH SUITE 7 New York NY 10010 274871720 Investment NY N/A NORTHWOOD EUROPE TE FEEDER LP 1819 WAZEE STREET 2ND FLOOR DENVER CO 80202 981272216 HOLDING COMPANY CJ N/A C CORP true SUTTER HEALTH DEFERRED COMP PLANS' TRUST 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 276851989 RABBI TRUST CA N/A TRUST true Wilsop Segregated Portfolio 1 PO box 10008 Willow House Cricket SQ grand cayman CJ KY1-10001 InVESTMENT CJ N/A C corp true Wilsop Segregated Portfolio 2 PO box 10008 Willow House Cricket SQ 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 AQR MULTI-STRATEGY FUND XXIII LP ONE GREENWICH PLAZA STE 130 Greenwich CT 06830 981716386 Investment CJ N/A C Corp true false true false false false false false false false false false true false false true true false false false SUTTER VALLEY HOSPITALS P 1216235 FMV SUTTER VALLEY HOSPITALS B 2933853 FMV SUTTER VALLEY HOSPITALS L 746323 FMV