2024-11-13T20:34:07-06:00 2023-12-31 861065772 DELOITTE TAX LLP 111 MONUMENT CIRCLE SUITE 4200 INDIANAPOLIS IN 46204 990 2023-01-01 550717988 PRESTON MEMORIAL MEDICAL GROUP PRES 3043294700 150 MEMORIAL DRIVE KINGWOOD WV 26537 JEFF SANDENE EXECUTIVE VP AND CFO 3043294700 2024-11-13 1 0 ANGELA M MOORE P00244342 3174648600 2023 2024-10-15 13:58:12Z MELISSA LOCKWOOD 150 MEMORIAL DRIVE KINGWOOD WV 26537 0 0 X N/A X 2014 WV TO SERVE AS AN ADMINISTRATIVE ENTITY FOR PRESTON MEMORIAL HOSPITAL TO HELP PROVIDE OFFICE SPACE FOR HEALTH CARE SERVICES IN THE COMMUNITY. X 11 7 0 3 0 0 0 0 0 0 145000 0 476 0 145476 0 0 0 0 0 0 0 0 0 0 2715 0 2715 0 142761 0 148486 0 0 0 148486 0 TO SERVE AS AN ADMINISTRATIVE ENTITY FOR PRESTON MEMORIAL HOSPITAL TO HELP PROVIDE OFFICE SPACE FOR HEALTH CARE SERVICES IN THE COMMUNITY. 0 0 0 0 0 THE PRESTON MEMORIAL MEDICAL GROUP PREVIOUSLY OPERATED AS A PRIMARY CARE/URGENT CARE FACILITY. THE ORGANIZATION NO LONGER PROVIDES THESE SERVICES BUT FUNCTIONS AS AN ADMINISTRATIVE ENTITY FOR PRESTON MEMORIAL HOSPITAL TO PROVIDE OFFICE SPACE FOR HEALTH CARE SERVICES IN THE COMMUNITY. 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 1 1 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X 11 7 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 WV X KEVIN GESSLER VP OF FINANCE 3043294700 150 MEMORIAL DRIVE KINGWOOD WV 265371442 DAVID GOLDBERG CEO MHS 1.00 50.00 X X 0 853663 36373 MELISSA LOCKWOOD DIRECTOR/CEO 5.00 45.00 X X 0 289328 52848 JASON MCNAIR DIRECTOR 1.00 50.00 X 0 260385 10695 LARRY WILLIAMS DIRECTOR/CHAIR 1.00 0.00 X X 0 0 0 KATHY MCNEILL DIRECTOR 1.00 5.50 X 0 0 0 NICK TAYLOR DIRECTOR 1.00 1.00 X 0 0 0 RAY THOMPSON DIRECTOR 1.00 3.00 X 0 0 0 RITA MCCROBIE DIRECTOR 1.00 2.00 X 0 0 0 RONALD CRITES DIRECTOR 1.00 1.00 X 0 0 0 TARRELL RIES DIRECTOR 1.00 2.00 X 0 0 0 TIM CALVERT DIRECTOR 1.00 1.00 X 0 0 0 KEVIN GESSLER VP OF FINANCE 5.00 45.00 X 0 248249 1153 0 1651625 101069 0 0 1 0 0 0 0 0 0 0 0 0 0 148486 148486 0 0 0 X 148486 0 148486 0 148486 0 X 0 -148486 X 0 1 X 1 0 X 0 X PART X, LINE 2: THE IRS HAS DETERMINED THAT THE SYSTEM ENTITIES ARE EXEMPT FROM INCOME TAXES UNDER SECTION 501(C)(3) OF THE CODE AND APPLICABLE STATE STATUTES, EXCEPT FOR MHC, FHE, CMC, AND HFI, WHICH ARE CORPORATIONS SUBJECT TO INCOME TAX. THE SYSTEM DOES NOT HAVE ANY MATERIAL UNCERTAIN TAX POSITIONS AS OF DECEMBER 31, 2023. TAX RETURNS FOR THE YEAR ENDED JUNE 30, 2019, ARE OPEN FOR THE MHS ENTITIES AND TAX RETURNS FOR THE YEAR ENDED DECEMBER 31, 2020, ARE OPEN FOR CAMC ENTITIES. 0 1 0 0 0 0 0 0 0 DAVID GOLDBERG CEO MHS 0 714488 0 139175 0 0 0 30000 0 6373 0 890036 0 0 MELISSA LOCKWOOD DIRECTOR/CEO 0 257560 0 31768 0 0 0 49500 0 3348 0 342176 0 0 JASON MCNAIR DIRECTOR 0 238468 0 21917 0 0 0 10404 0 291 0 271080 0 0 KEVIN GESSLER VP OF FINANCE 0 227811 0 20438 0 0 0 0 0 1153 0 249402 0 0 PART I, LINE 4B 457(F) INELIGIBLE DEFERRED COMPENSATION PLAN - A 457 F PLAN IS OFFERED TO CERTAIN MANAGEMENT AND/OR HIGHLY COMPENSATED EMPLOYEES TO OFFER THOSE EMPLOYEES A DEFERRED COMPENSATION OPPORTUNITY. THE PLAN IS INTENDED TO BE A "TOP-HAT PLAN", OR UNFUNDED DEFERRED COMPENSATION PLAN MAINTAINED FOR A SELECT GROUP OF EMPLOYEES. PARTICIPANTS MAY BECOME VESTED IN AMOUNTS CREDITED ON JANUARY 1 ELECTED BY THE PARTICIPANT AT THE TIME THE INITIAL DEFERRAL WAS ELECTED. A PARTICIPANT SHALL BECOME FULLY VESTED UPON DEATH, DISABILITY, ATTAINMENT OF AGE 60, OR SEPARATION OF SERVICE, AS DEFINED BY THE PLAN. ANY UNVESTED CONTRIBUTIONS SHALL BE FORFEITED TO THE PLAN OR EMPLOYER. FOR 2023: PER BENEFITS - NO DISTRIBUTIONS / PAYMENTS WERE MADE FROM THE PLAN; DAVID GOLDBERG WAS THE ONLY PARTICIPANT TRANSFER OF CASH TO PMHC 2023-12-31 148486 BOOK VALUE 311097818 PRESTON MEMORIAL HOSPITAL CORPORATION 150 MEMORIAL DRIVE KINGWOOD WV 26537 501(C)(3) 0 0 0 0 FORM 990, PART VI, SECTION A, LINE 6 THE SOLE MEMBER OF PRESTON MEMORIAL MEDICAL GROUP IS PRESTON MEMORIAL HOSPITAL CORPORATION. FORM 990, PART VI, SECTION A, LINE 7A PRESTON MEMORIAL MEDICAL GROUP'S BOARD MEMBERS ARE ELECTED OR APPROVED BY PRESTON MEMORIAL HOSPITAL CORPORATION AND BY MONONGALIA HEALTH SYSTEM. FORM 990, PART VI, SECTION A, LINE 7B THE BOARD OF DIRECTORS OF THE CORPORATION SHALL MANAGE AND CONTROL THE BUSINESS, PROPERTY AND AFFAIRS OF THE CORPORATION, AND SHALL HAVE ALL POWERS AND AUTHORITY NECESSARY TO EFFECT SUCH MANAGEMENT AND CONTROL; PROVIDED, HOWEVER, THAT MONONGALIA HEALTH SYSTEM, INC. SHALL HAVE THE AUTHORITY TO EXERCISE THE FOLLOWING POWERS, WHICH POWERS SHALL BE EXERCISABLE BY THE BOARD OF DIRECTORS OF MONONGALIA HEALTH SYSTEM, INC. AND WHICH CONSTITUTE POWERS RESERVED TO MONONGALIA HEALTH SYSTEM, INC.: (A) APPROVING ANNUAL OPERATING AND CAPITAL BUDGETS OF THE CORPORATION; (B) MAKING RECOMMENDATIONS TO THE CORPORATION'S BOARD OF DIRECTORS, AND, ULTIMATELY, HAVING APPROVAL OR VETO POWER AS TO WHAT SERVICES ARE OFFERED AT OR THROUGH THE CORPORATION, INCLUDING, WITHOUT LIMITATION, THE POWER TO APPROVE THE FILING OF ANY CERTIFICATE OF NEED OR REQUEST FOR EXEMPTION OR DETERMINATION OF NON-REVIEWABILITY AND OTHER EXTRAORDINARY FILINGS, AND THE POWER TO APPROVE OR REQUIRE THE ADDITION, REVISION OR DISCONTINUANCE OF ANY SERVICE OR SERVICES; (C) APPROVING NON-BUDGETED EXPENDITURES IN EXCESS OF $100,000.00 ON A CUMULATIVE BASIS AND $50,000.00 ON AN INDIVIDUAL BASIS IN ANY BUDGET YEAR; (D) APPROVING ANY AMENDMENTS TO THE ARTICLES OF INCORPORATION OR BYLAWS OF THE CORPORATION; (E) DIRECTING THE CORPORATION TO MAKE CAPITAL CONTRIBUTIONS TO MONONGALIA HEALTH SYSTEM, INC. TO MAXIMIZE THE EFFICIENCY AND OPERATION OF THE HEALTH CARE SYSTEM OF MONONGALIA HEALTH SYSTEM, INC.; (F) APPROVING, UPON RECOMMENDATION BY THE BOARD OF DIRECTORS OF THE CORPORATION, OR REJECTING, THE ELECTION OF, AND DIRECTING THE REMOVAL OF, ANY MEMBER OR MEMBERS OF THE CORPORATION'S BOARD OF DIRECTORS, PROVIDED, HOWEVER, IF QUALIFIED CANDIDATES ARE AVAILABLE AND STATUTORY AND REGULATORY OBLIGATIONS WILL BE MET, PREFERENCE WILL BE GIVEN TO RESIDENTS OF PRESTON COUNTY, WEST VIRGINIA, TO SERVE AS BOARD MEMBERS ON THE BOARD OF DIRECTORS OF THE CORPORATION; (G) APPROVING THE MERGER OF OR WITH, OR CONSOLIDATION BY, THE CORPORATION; (H) APPROVING THE SALE, LEASE, EXCHANGE, MORTGAGE, PLEDGE OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE CORPORATION'S PROPERTY OR ASSETS; (I) APPROVING A PLAN OF DISTRIBUTION FOR THE CORPORATION; (J) APPROVING A PLAN OF DISTRIBUTION FOR THE CORPORATION'S ASSETS; (K) INTERVENING IN THE CORPORATION'S OPERATIONS IF PERFORMANCE AND/OR COMMERCIALLY REASONABLE FINANCIAL TARGETS ARE NOT MET (SUCH INTERVENTION TO INCLUDE, WITHOUT LIMITATION, PROHIBITING CERTAIN ACTIVITIES OR EXPENDITURES; IMPOSING MANAGEMENT CONTROL OVER FINANCIAL, OPERATING OR OTHER MATTERS; SUPERVISING MANAGEMENT; CHANGING MANAGEMENT; DIRECTING ASSET MANAGEMENT; PROVIDING DIRECT LOANS OR ASSISTANCE; OR OTHER INTERVENTION); (L) DIRECTING INTER-COMPANY TRANSFERS OF CASH, PROPERTY OR ASSETS BETWEEN THE CORPORATION AND MONONGALIA HEALTH SYSTEM, INC.; (M) REQUIRING THE CORPORATION TO PARTICIPATE IN KEY STRATEGIC AFFILIATIONS WITH THIRD PARTIES TO MAXIMIZE THE EFFICIENCY AND OPERATION OF THE HEALTH CARE SYSTEM OF MONONGALIA HEALTH SYSTEM, INC.; (N) REQUIRING THE CORPORATION TO PARTICIPATE IN MANAGED CARE CONTRACTS AND GLOBAL PRICING OR PAYMENT ARRANGEMENTS TO MAXIMIZE THE EFFICIENCY AND OPERATION OF THE HEALTH CARE SYSTEM OF MONONGALIA HEALTH SYSTEM, INC.; (O) APPROVING ANY INCURRENCE OF DEBT IN THE AMOUNT OF $250,000.00 OR GREATER, INDIVIDUALLY OR IN THE AGGREGATE, BY THE CORPORATION; (P) APPROVING ANY NON-BUDGETED SALE OR OTHER DISPOSITION OF THE CORPORATION'S ASSETS IN EXCESS OF $100,000.00 ON AN INDIVIDUAL BASIS; (Q) APPROVING ALL OF THE CORPORATION'S JOINT VENTURE ARRANGEMENTS WITH ACCOUNTABLE CARE ORGANIZATIONS, GROUP PURCHASING ORGANIZATIONS, HEALTH INSURERS, HEALTH MAINTENANCE ORGANIZATIONS, HEALTH PLANS, OR OTHER ORGANIZATIONS OR ENTITIES; AND (R) APPROVING ALL ACADEMIC AND OTHER KEY STRATEGIC AFFILIATIONS BETWEEN THE CORPORATION AND ENTITIES OUTSIDE MONONGALIA HEALTH SYSTEM, INC. FORM 990, PART VI, SECTION B, LINE 11B THE GOVERNING BODY IS PROVIDED A COPY OF THE FORM 990 FOR THEIR REVIEW PRIOR TO SUBMISSION. THE MEMBERS ARE ASKED TO INFORM MANAGEMENT OF ANY QUESTIONS OR REVISIONS THEY MAY HAVE. IF CHANGES ARE MADE, BASED ON MEMBER'S REVISIONS, MANAGEMENT REDISTRIBUTES A FINAL VERSION TO ALL BOARD MEMBERS. FORM 990, PART VI, SECTION B, LINE 12C ANNUALLY, A CONFLICT OF INTEREST QUESTIONNAIRE IS SENT OUT TO ALL BOARD MEMBERS. THE BOARD REVIEWS ALL RESPONSES FOR POSSIBLE CONFLICTS OF INTEREST AND DETERMINES WHAT TYPES OF DECISIONS THAT A MEMBER IS PROHIBITED FROM PARTICIPATING. FORM 990, PART VI, SECTION C, LINE 19 GOVERNING DOCUMENTS AND THE CONFLICT OF INTEREST POLICY IS AVAILABLE UPON REQUEST. FINANCIAL STATEMENTS ARE MADE AVAILABLE THROUGH PUBLIC DISCLOSURE WITH THE WV HEALTH CARE AUTHORITY. FORM 990, PART XI, LINE 9: NET ASSETS TRANSFERRED TO PMHC -148,486. 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