2024-05-08T14:49:59-05:00 2023-06-30 990 2022-07-01 881577422 ESSENTIA HEALTH SURGERY CENTERS ESSE 2187868376 502 E 2ND STREET DULUTH MN 55805 KEVIN BOREN VICE PRESIDENT, FINANCE 2187868376 2024-05-08 KEVIN BOREN 999009999 1 0 AAL1 IAL1 2022 2023-04-26 12:10:37Z X AL HURLEY 502 E 2ND STREET DULUTH MN 55805 1648864 0 X WWW.ESSENTIAHEALTH.ORG X 2022 MN WE ARE CALLED TO MAKE A HEALTHY DIFFERENCE IN PEOPLE'S LIVES. 5 0 19 0 0 0 0 1648864 0 0 1648864 0 0 1652848 0 0 5769739 7422587 -5773723 3473609 9247332 -5773723 X WE ARE CALLED TO MAKE A HEALTHY DIFFERENCE IN PEOPLE'S LIVES. 0 0 6170761 1648864 ESSENTIA HEALTH SURGERY CENTERS IS ORGANIZED AND OPERATED EXCLUSIVELY FOR CHARITABLE, EDUCATIONAL, AND SCIENTIFIC PURPOSES, SERVING AS THE OPERATIONAL PARENT OF THE ESSENTIA HEALTH ENTITIES OWNING AND/OR OPERATING AMBULATORY SURGERY CENTERS, INCLUDING CHARITABLE CARE TO PERSONS UNABLE TO PAY.ESSENTIA HEALTH SURGERY CENTERS IS THE SOLE MEMBER OF ESSENTIA HEALTH SURGERY CENTERS-DULUTH, LLC DBA ESSENTIA HEALTH SURGERY CENTER-MILLER HILL, ESSENTIA HEALTH SURGERY CENTERS-MINNESOTA, LLC, AND ESSENTIA HEALTH SURGERY CENTERS-NORTH DAKOTA, LLC. ESSENTIA HEALTH SURGERY CENTER-MILLER HILL HAS 4 OPERATING ROOMS AND OFFERS A VARIETY OF OUTPATIENT SURGERIES AND SERVICES INCLUDING EAR, NOSE & THROAT, EYE, GENERAL, GYNECOLOGIC, ORTHOPEDIC, AND UROLOGIC.ESSENTIA HEALTH SURGERY CENTER-MILLER HILL EMPLOYS APPROXIMATELY 15 FULL TIME EQUIVALENTS. THE SURGERY CENTER PROVIDED APPROXIMATELY 500 OUTPATIENT SURGERIES DURING FISCAL YEAR ENDED JUNE 30, 2023.DURING THE FISCAL YEAR ENDED JUNE 30, 2023, ESSENTIA HEALTH SURGERY CENTER-MILLER HILL PROVIDED THE FOLLOWING COMMUNITY BENEFIT: $752,000 COSTS IN EXCESS OF MEDICAID PAYMENTS. 6170761 1 0 0 1 0 0 0 0 0 0 1 0 0 0 1 0 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 0 0 1 1 1 0 0 1 X 0 0 19 1 0 0 0 0 0 0 0 0 0 0 0 0 X 5 0 0 0 0 0 1 1 1 1 0 0 0 1 1 1 1 1 1 1 1 0 MN X KEVIN BOREN 2187868376 502 E 2ND STREET DULUTH MN 55805 BRADLEY BEARD BOARD VICE CHAIR 2.00 58.00 X X 0 932410 137485 AL HURLEY PRESIDENT/BOARD CHAIR 2.00 58.00 X X 0 624072 92838 KENNETH FARRELL MD BOARD DIRECTOR 1.00 59.00 X 0 602681 61934 ROBERT WROBLEWSKI MD BOARD DIRECTOR 1.00 59.00 X 0 605633 26009 KEVIN BOREN VICE PRESIDENT, FINANCE/BD TREASURER 2.00 58.00 X X 0 528452 89011 0 3293248 407277 0 0 1 0 0 OUTPATIENT REVENUES 621110 1648864 1648864 1648864 1648864 1648864 0 0 1281514 1253561 27953 36324 36324 240202 204340 35862 94808 92065 2743 3958 3958 402784 142734 260050 118 118 232369 187030 45339 1919 1877 42 2384742 2332725 52017 1561 1561 39489 39489 25864 25300 564 AFFILIATE SUPPORT FEE 1478148 717345 760803 MEDICAL SUPPLIES 1077547 1077547 BAD DEBT EXPENSE 60865 60865 MN CARE TAX 27390 27390 32985 10097 22888 7422587 6170761 1251826 0 840022 842632 1356208 455515 25864 0 429651 5096 0 3473609 242236 0 9005096 0 9247332 X 0 0 0 0 0 -5773723 0 -5773723 0 3473609 -5773723 0 X 0 1 X 1 0 X 0 0 0 0 0 0 0 0 1 3958 3958 0 PART II-B, LINE 1: ESSENTIA HEALTH SURGERY CENTERS PAYS DUES TO A CERTAIN ORGANIZATION RELATED TO THE INDUSTRY WHICH HAS LOBBYING EXPENSES. THE AMOUNT LISTED IS THE PERCENTAGE OF THE DUES PAID THAT WERE USED FOR LOBBYING. 455515 25864 429651 429651 PAYABLES TO RELATED TAX-EXEMPT ORGANIZATIONS 9000000 LEASE LIABILITY 5096 9005096 X X X X 0 1 0 0 0 0 0 0 0 BRADLEY BEARD BOARD VICE CHAIR 0 600630 0 256508 0 75272 0 98483 0 39002 0 1069895 0 43259 AL HURLEY PRESIDENT/BOARD CHAIR 0 421495 0 179556 0 23021 0 68251 0 24587 0 716910 0 7608 KENNETH FARRELL MD BOARD DIRECTOR 0 600359 0 0 0 2322 0 24400 0 37534 0 664615 0 0 ROBERT WROBLEWSKI MD BOARD DIRECTOR 0 604661 0 0 0 972 0 24400 0 1609 0 631642 0 0 KEVIN BOREN VICE PRESIDENT, FINANCE/BD TREASURER 0 394711 0 85550 0 48191 0 49069 0 39942 0 617463 0 32212 PART I, LINE 3 ESTABLISHING CEO'S COMPENSATION: ESSENTIA HEALTH, AS A RELATED ORGANIZATION, USED THE FOLLOWING METHODS TO ESTABLISH ESSENTIA HEALTH SURGERY CENTERS' PRESIDENT'S COMPENSATION: A COMPENSATION COMMITTEE, INDEPENDENT COMPENSATION CONSULTANT, COMPENSATION SURVEY OR STUDY, AND APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE. PART I, LINE 4B: SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN: ESSENTIA HEALTH'S NONQUALIFIED RETIREMENT PLAN IS OFFERED TO DESIGNATED ESSENTIA HEALTH EXECUTIVES. THERE IS A MINIMUM FOUR YEAR VESTING DATE, OR VESTING IS AUTOMATIC UPON REACHING RETIREMENT AGE, DEATH, DISABILITY OR INVOLUNTARY TERMINATION WITHOUT CAUSE. BENEFITS ARE SUBJECT TO INCOME TAXES UPON VESTING AND PAYABLE FROM ESSENTIA HEALTH'S GENERAL ASSETS. REPORTED AS OTHER REPORTABLE COMPENSATION IN SCHEDULE J, PART II, COLUMN B (III), THE FOLLOWING INDIVIDUALS LISTED IN FORM 990, PART VII, SECTION A, LINE 1A RECEIVED PAYMENT OF THE VESTED BENEFIT FROM THE SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN DURING THE YEAR: BRADLEY BEARD $63,788 AL HURLEY $13,160 KEVIN BOREN $32,212 REPORTED AS RETIREMENT AND OTHER DEFERRED COMPENSATION IN SCHEDULE J, PART II, COLUMN C, ESSENTIA HEALTH MADE CONTRIBUTIONS, SUBJECT TO THE VESTING TERMS, DURING THE YEAR INTO THE SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN ON BEHALF OF THE FOLLOWING INDIVIDUALS LISTED IN FORM 990, PART VII, SECTION A, LINE 1A: BRADLEY BEARD $74,083 AL HURLEY $44,418 KEVIN BOREN $24,669 FORM 990, PART V, LINE 1A: 1099 REPORTING: VENDOR PAYMENTS AND FORM 1099S WERE PROCESSED THROUGH ESSENTIA HEALTH ON BEHALF OF THE LEGAL ENTITIES COMPRISING ESSENTIA HEALTH. FORM 990, PART VI, SECTION A, LINE 6 MEMBERS OF ORGANIZATION: ESSENTIA HEALTH IS THE SOLE MEMBER OF ESSENTIA HEALTH SURGERY CENTERS. ESSENTIA HEALTH MAY ELECT ONE OR MORE MEMBERS OF THE GOVERNING BODY AS DESCRIBED IN SCHEDULE O, PART VI, LINE 7A. ESSENTIA HEALTH ALSO HAS RESERVED POWERS WITH RESPECT TO ESSENTIA HEALTH SURGERY CENTERS AS DESCRIBED IN SCHEDULE O, PART VI, LINE 7B. FORM 990, PART VI, SECTION A, LINE 7A MEMBERS WITH RIGHT TO ELECT GOVERNING BODY: ESSENTIA HEALTH APPOINTS AND REMOVES ESSENTIA HEALTH SURGERY CENTERS' GOVERNING BODY. FORM 990, PART VI, SECTION A, LINE 7B MEMBER WITH RIGHT TO APPROVE GOVERNING BODY DECISION: ESSENTIA HEALTH SURGERY CENTERS IS A SUBSIDIARY OF ESSENTIA HEALTH WHO HAS THE FOLLOWING RESERVED POWERS, FOR THE PURPOSES OF SERVING AS THE PARENT ORGANIZATION OF AN INTEGRATED HEALTH CARE NETWORK THAT INCLUDES ALL ENTITIES THAT ARE OWNED OR CONTROLLED, DIRECTLY OR INDIRECTLY, BY ESSENTIA HEALTH (COLLECTIVELY, THE "SYSTEM"): (A) STRATEGIC AND BUSINESS PLANS. AUTHORITY TO CREATE, APPROVE AND AMEND THE CORPORATION'S STRATEGIC AND BUSINESS PLANS. (B) MISSION. AUTHORITY TO CREATE, APPROVE AND AMEND THE CORPORATION'S MISSION, PURPOSE, AND VISION STATEMENTS. (C) DEBT. APPROVAL OF THE INCURRENCE OF DEBT BY, AND THE CREATION OF ALL MORTGAGES, LIENS, SECURITY INTERESTS, OR OTHER ENCUMBRANCES ON THE CORPORATION'S ASSETS IN EXCESS OF THE SINGLE OR ANNUAL AGGREGATE DOLLAR LIMITS PRESCRIBED IN WRITING BY THE MEMBER'S BOARD OF DIRECTORS, AND THE AUTHORITY TO CAUSE THE CORPORATION TO PARTICIPATE IN SYSTEM BORROWING. (D) GOVERNING INSTRUMENTS. AUTHORITY TO CAUSE, AND TO APPROVE, ALL AMENDMENTS TO THE CORPORATION'S ARTICLES OF INCORPORATION AND BYLAWS. (E) APPOINTMENT AND REMOVAL OF DIRECTORS. AUTHORITY TO APPOINT AND REMOVE ALL DIRECTORS ON THE CORPORATION'S BOARD OF DIRECTORS, WITH OR WITHOUT CAUSE. (F) MERGERS AND ACQUISITIONS. AUTHORITY TO CAUSE, AND TO APPROVE, ALL MERGERS, CONSOLIDATIONS, AND DISSOLUTIONS OF THE CORPORATION. (G) AFFILIATIONS AND JOINT VENTURES. AUTHORITY TO CAUSE, AND TO APPROVE, ALL AFFILIATIONS, JOINT VENTURES, AND OTHER ALLIANCES WITH THIRD PARTIES BY THE CORPORATION. (H) TRANSFER OF ASSETS WITHIN THE SYSTEM. AUTHORITY TO TRANSFER THE CORPORATION'S ASSETS, INCLUDING CASH, BETWEEN AND AMONG ENTITIES WITHIN THE SYSTEM; PROVIDED, HOWEVER, THAT THE MEMBER SHALL NOT HAVE AUTHORITY TO REQUIRE THE CORPORATION TO TRANSFER ASSETS (I) THAT WOULD CAUSE IT TO BE IN DEFAULT OF ITS COVENANTS OR OBLIGATIONS UNDER ANY BOND OR OTHER FINANCING DOCUMENTS, (II) FROM THE CATHOLIC ENTITIES TO THE SECULAR ENTITIES OR FROM THE SECULAR ENTITIES TO THE CATHOLIC ENTITIES IN A MANNER OR TO AN EXTENT THAT WOULD CAUSE THE CATHOLIC ENTITIES TO BE IN VIOLATION OF THE ETHICAL AND RELIGIOUS DIRECTIVES FOR CATHOLIC HEALTH CARE SERVICES ("ERDS"), IN THE JUDGMENT OF THE LOCAL ORDINARY, OR (III) SUCH THAT MONEY GENERATED BY SERVICES AT SECULAR FACILITIES WITHIN THE SYSTEM BY PROCEDURES THAT ARE CONTRARY TO THE ERDS WOULD BE USED AT THE CATHOLIC ENTITIES OR MONEY GENERATED BY THE CATHOLIC ENTITIES WOULD BE USED IN THE PROVIDING OF SERVICES CONTRARY TO THE ERDS AT SECULAR FACILITIES WITHIN THE SYSTEM. (I) TRANSFER OF ASSETS OUTSIDE THE SYSTEM. AUTHORITY TO CAUSE, AND TO APPROVE, THE SALE, LEASE OR OTHER TRANSFER OF THE CORPORATION'S ASSETS TO PARTIES OUTSIDE OF THE SYSTEM WHEN THE ASSET'S VALUE EXCEEDS THE SINGLE OR AGGREGATE LIMITS PRESCRIBED IN WRITING BY THE MEMBER'S BOARD OF DIRECTORS. (J) SERVICES. AUTHORITY TO CAUSE, AND TO APPROVE, THE OFFERING OR DISCONTINUANCE OF SERVICES AND SERVICE LOCATIONS BY THE CORPORATION. (K) BUDGETS. APPROVAL OF THE CORPORATION'S CAPITAL AND OPERATING BUDGETS. (L) PROFESSIONAL SERVICES. SELECTION OF THE CORPORATION'S GENERAL LEGAL COUNSEL AND EXTERNAL AUDITORS. (M) CORPORATE ACQUISITIONS. AUTHORITY TO CAUSE, AND TO APPROVE, ALL CORPORATE ACQUISITIONS BY THE CORPORATION. (N) MARKETING. AUTHORITY TO CAUSE THE CORPORATION'S PARTICIPATION IN SYSTEM-WIDE MARKETING AND PROMOTIONAL ACTIVITIES. (O) COMPLIANCE PLANS. AUTHORITY TO CREATE, APPROVE AND AMEND THE CORPORATION'S COMPLIANCE, SAFETY AND RISK MANAGEMENT PLANS. (P) QUALITY PLAN. AUTHORITY TO CREATE, APPROVE AND AMEND THE CORPORATION'S QUALITY PLAN. (Q) NON-BUDGETED PURCHASES. APPROVAL OF NON-BUDGETED CAPITAL PURCHASES AND LEASES IN EXCESS OF THE SINGLE OR ANNUAL AGGREGATE DOLLAR LIMITS PRESCRIBED IN WRITING BY THE MEMBER'S BOARD OF DIRECTORS. (R) HUMAN RESOURCES. AUTHORITY TO CREATE, APPROVE AND AMEND THE CORPORATION'S HUMAN RESOURCE POLICIES AND PROCEDURES. (S) SYSTEM COMPENSATION. AUTHORITY, ON BEHALF OF THE CORPORATION, TO DEVELOP AND IMPLEMENT COMPENSATION STRATEGIES, POLICIES, AND PROCEDURES ON A SYSTEM-WIDE BASIS. FORM 990, PART VI, SECTION A, LINE 8B COMMITTEES: THERE ARE NO COMMITTEES WITH AUTHORITY TO ACT ON BEHALF OF THE GOVERNING BODY. FORM 990, PART VI, SECTION B, LINE 11B FORM 990 REVIEW PROCESS: THE 2022 FORM 990, INCLUDING ALL SCHEDULES, WAS REVIEWED BY MANAGEMENT AND THE GOVERNING BODY PRIOR TO FILING WITH THE INTERNAL REVENUE SERVICE. THE FINANCE LEADER REVIEWED THE FORM AND SCHEDULES AND ANY QUESTIONS WERE DISCUSSED. EACH CURRENT DIRECTOR OF THE GOVERNING BODY RECEIVED A FINAL COPY OF THE 2022 FORM 990. FORM 990, PART VI, SECTION B, LINE 12C MONITORING AND ENFORCING CONFLICT OF INTEREST POLICY: ESSENTIA HEALTH'S COMPREHENSIVE CONFLICT OF INTEREST PROGRAM PREVENTS, DETECTS, AND RESOLVES ACTUAL CONFLICTS OF INTERESTS OR THE ACTUAL OR POTENTIAL APPEARANCE OF SUCH. FIDUCIARIES, DEFINED AS AN ESSENTIA HEALTH BOARD MEMBER/TRUSTEE, OFFICER, BOARD COMMITTEE MEMBER, SENIOR MANAGEMENT EMPLOYEE, OR ANY OTHERS CONSIDERED TO BE IN A POSITION OF INFLUENCE, ARE COVERED UNDER ESSENTIA HEALTH'S CONFLICT OF INTEREST PROGRAM. UPON INITIAL APPOINTMENT, EACH FIDUCIARY MUST COMPLETE AN INITIAL CONFLICT OF INTEREST STATEMENT AND DISCLOSURE QUESTIONNAIRE. AT THE CONCLUSION OF EACH CALENDAR YEAR, EACH FIDUCIARY MUST COMPLETE AN ANNUAL CONFLICT OF INTEREST STATEMENT AND DISCLOSURE QUESTIONNAIRE. AS NEEDED, A FIDUCIARY WILL UPDATE HIS/HER MOST RECENTLY COMPLETED QUESTIONNAIRE EACH TIME THE FIDUCIARY BECOMES AWARE OF A FINANCIAL INTEREST, A POTENTIAL CONFLICT, OR CHANGE TO ANY INFORMATION THAT THE FIDUCIARY PREVIOUSLY REPORTED. ESSENTIA HEALTH'S CHIEF COMPLIANCE OFFICER WILL COLLECT THE QUESTIONNAIRES AND EVALUATE THE DISCLOSURES. IF A FIDUCIARY HAS A POTENTIAL CONFLICT OF INTEREST, THE CHIEF COMPLIANCE OFFICER OR DESIGNEE MAY REQUEST ADDITIONAL INFORMATION FROM THE FIDUCIARY, THE MANAGEMENT TEAM, AND OTHERS. DURING THE EVALUATION PROCESS, THE CHIEF COMPLIANCE OFFICER MAY ALSO CONSULT WITH ESSENTIA HEALTH'S BOARD AND AUDIT COMMITTEE CHAIRS, SENIOR MANAGEMENT, LEGAL DEPARTMENT, OR APPROPRIATE REPRESENTATIVES FROM ESSENTIA HEALTH. THE CHIEF COMPLIANCE OFFICER REPORTS TO THE ESSENTIA HEALTH AUDIT COMMITTEE AND THE ESSENTIA HEALTH BOARD OF DIRECTORS ANY ACTUAL OR POTENTIAL CONFLICTS OF INTEREST DISCLOSED BY THE FIDUCIARY, ALONG WITH RECOMMENDED ACTIONS. THE ESSENTIA HEALTH BOARD OF DIRECTORS (OR DESIGNEE) WILL THEN DETERMINE WHETHER TO APPROVE THE SITUATION OR TO IMPLEMENT SPECIAL CONTROLS TO MANAGE THE POTENTIAL CONFLICT OF INTEREST. THE CHIEF COMPLIANCE OFFICER WILL THEN OFFICIALLY NOTIFY THE FIDUCIARY IN WRITING OF THE BOARD'S DECISION. THE DECISION OF WHETHER OR NOT THE DISCLOSURE CONSTITUTES A CONFLICT WILL BE AT THE ESSENTIA HEALTH BOARD OF DIRECTOR'S (OR DESIGNEE) SOLE DISCRETION, AND ITS CONCERN MUST BE THE WELFARE OF ESSENTIA HEALTH AND ITS AFFILIATE(S) AND THE ADVANCEMENT OF ITS PURPOSES. WHEN THE ESSENTIA HEALTH BOARD OF DIRECTORS (OR DESIGNEE) CONSIDERS A FIDUCIARY'S DISCLOSURE AS A CONFLICT OF INTEREST, SPECIAL CONTROLS WILL BE IDENTIFIED TO MANAGE, ELIMINATE OR REDUCE THE LIKELIHOOD AND/OR APPEARANCE OF A CONFLICT ARISING. CONTROLS MAY INCLUDE, BUT ARE NOT LIMITED TO: A. IF THE CONFLICT INVOLVES AN ON-GOING MATTER OR RELATIONSHIP, THE FIDUCIARY MUST NOT PARTICIPATE IN BOARD, BOARD COMMITTEE, OR MANAGEMENT DISCUSSIONS RELATED TO THE CONFLICT AND MUST RECUSE THEMSELVES AND IF APPROPRIATE, WITHDRAW, FROM ANY BOARD MEETING OR PORTION THEREOF WHERE THE MATTER IS BEING DISCUSSED AND DURING THE VOTE ON THE POTENTIAL CONFLICT OF INTEREST. THE FIDUCIARY MAY ANSWER QUESTIONS AT THE BOARD'S OR THE BOARD COMMITTEE'S REQUEST. B. IF THE CONFLICT INVOLVES A SPECIFIC TRANSACTION OR DECISION, THE FIDUCIARY WILL FULLY DISCLOSE THEIR INTEREST AND ALL RELATED MATERIAL FACTS. THE BOARD OR COMMITTEE OF THE BOARD WILL DETERMINE WHETHER THE CONTEMPLATED TRANSACTION MAY BE AUTHORIZED AS JUST, FAIR, AND REASONABLE TO ESSENTIA HEALTH OR ITS AFFILIATE(S). IF THE BOARD DETERMINES A CONFLICT DOES NOT EXIST, THE FIDUCIARY MAY PROCEED WITH THE TRANSACTION; HOWEVER, HE OR SHE WILL NOT BE ELIGIBLE TO VOTE ON RELATED ISSUES SHOULD THEY ARISE. IF THE BOARD DETERMINES A CONFLICT DOES EXIST, THE FIDUCIARY WILL BE NOTIFIED OF THE DECISION REGARDING WHETHER THE CONTEMPLATED TRANSACTION WILL BE AUTHORIZED AS JUST, FAIR, AND REASONABLE. FORM 990, PART VI, LINE 12 POLICY APPLIES TO DISREGARDED ENTITIES: ESSENTIA HEALTH SURGERY CENTERS-DULUTH, LLC, ESSENTIA HEALTH SURGERY CENTERS-MINNESOTA, LLC AND ESSENTIA HEALTH SURGERY CENTERS-NORTH DAKOTA, LLC. FORM 990, PART VI, LINE 13 POLICY APPLIES TO DISREGARDED ENTITIES: ESSENTIA HEALTH SURGERY CENTERS-DULUTH, LLC, ESSENTIA HEALTH SURGERY CENTERS-MINNESOTA, LLC AND ESSENTIA HEALTH SURGERY CENTERS-NORTH DAKOTA, LLC. FORM 990, PART VI, LINE 14 POLICY APPLIES TO DISREGARDED ENTITIES: ESSENTIA HEALTH SURGERY CENTERS-DULUTH, LLC, ESSENTIA HEALTH SURGERY CENTERS-MINNESOTA, LLC AND ESSENTIA HEALTH SURGERY CENTERS-NORTH DAKOTA, LLC. FORM 990, PART VI, LINE 15 POLICY APPLIES TO DISREGARDED ENTITIES: ESSENTIA HEALTH SURGERY CENTERS-DULUTH, LLC, ESSENTIA HEALTH SURGERY CENTERS-MINNESOTA, LLC AND ESSENTIA HEALTH SURGERY CENTERS-NORTH DAKOTA, LLC. FORM 990, PART VI, SECTION B, LINE 15 PROCESS FOR DETERMINING COMPENSATION: THE INDEPENDENT EXECUTIVE COMPENSATION COMMITTEE OF ESSENTIA HEALTH'S BOARD OF DIRECTORS IS AUTHORIZED TO FULFILL THE BOARD'S RESPONSIBILITIES REGARDING EXECUTIVE COMPENSATION CONSISTENT WITH ESSENTIA'S MISSION, VALUES AND TAX-EXEMPT STATUS, AND THE EXECUTIVE COMPENSATION COMMITTEE'S CHARTER. THE EXECUTIVE COMPENSATION COMMITTEE MEETS AT LEAST TWICE ANNUALLY TO CARRY OUT ITS RESPONSIBILITIES, WHICH INCLUDE, BUT ARE NOT LIMITED TO, ESTABLISHING, REVIEWING AND MODIFYING, AS APPROPRIATE, REASONABLE COMPENSATION AND BENEFITS FOR DESIGNATED ESSENTIA EXECUTIVES WHO ARE OFFICERS OR KEY EMPLOYEES OF ESSENTIA OR ANY OF ITS AFFILIATES WHICH MAY BE PAID BY RELATED ORGANIZATIONS. THE EXECUTIVE COMPENSATION COMMITTEE ENGAGES QUALIFIED INDEPENDENT COMPENSATION ADVISORS TO PROVIDE OBJECTIVE AND IMPARTIAL COMPARATIVE DATA AND TO EXPRESS OPINIONS ON TOTAL COMPENSATION REASONABLENESS. THE EXECUTIVE COMPENSATION COMMITTEE MAY REQUEST ITS INDEPENDENT ADVISORS TO: MONITOR COMPARABILITY DATA AND MARKETPLACE TRENDS; MAKE APPROPRIATE RECOMMENDATIONS REGARDING SALARY RANGES; AND PERIODICALLY REVIEW THE MARKET COMPETITIVENESS OF ESSENTIA EXECUTIVE COMPENSATION PACKAGES. PRIOR TO ESTABLISHING OR ADJUSTING EXECUTIVE COMPENSATION, THE EXECUTIVE COMPENSATION COMMITTEE WILL OBTAIN AND RELY UPON APPROPRIATE DATA AS TO COMPARABILITY OF THE PROPOSED COMPENSATION OR ADJUSTMENTS. THE EXECUTIVE COMPENSATION COMMITTEE WILL ADEQUATELY DOCUMENT THE BASIS FOR ITS DETERMINATION CONCURRENTLY WITH MAKING THOSE DETERMINATIONS. THE EXECUTIVE COMPENSATION COMMITTEE MINUTES WILL INCLUDE: THE TERMS OF THE APPROVED COMPENSATION AND THE DATE APPROVED; THE EXECUTIVE COMPENSATION COMMITTEE MEMBERS PRESENT DURING THE REVIEW, DISCUSSION AND APPROVAL OF THE PROPOSED COMPENSATION AND THOSE WHO VOTED ON THE PROPOSED COMPENSATION; IDENTIFICATION OF THE COMPARABILITY DATA OBTAINED AND RELIED UPON BY THE EXECUTIVE COMPENSATION COMMITTEE AND HOW THE DATA WAS OBTAINED; ANY ACTIONS BY A MEMBER OF THE EXECUTIVE COMPENSATION COMMITTEE HAVING A CONFLICT OF INTEREST; AND DOCUMENTATION OF THE BASIS FOR THE DETERMINATION. THE YEAR THIS PROCESS WAS LAST UNDERTAKEN FOR ESSENTIA HEALTH SURGERY CENTERS' PRESIDENT AND VICE PRESIDENT OF FINANCE WAS 2023. FORM 990, PART VI, SECTION C, LINE 19 AVAILABILITY OF GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, & FINANCIAL STATEMENTS TO THE PUBLIC: GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE MADE AVAILABLE TO THE PUBLIC UPON REQUEST FOR THE SAME PERIOD OF DISCLOSURE AS SET FORTH IN SECTION 6104(D). ESSENTIA HEALTH SURGERY CENTERS-DULUTH LLC 502 E 2ND STREET DULUTH MN 55805 874339770 SURGERY CENTER MN 1648864 3473609 ESSENTIA HEALTH SURGERY CENTERS ESSENTIA HEALTH SURGERY CENTERS-MINNESOTA LLC 502 E 2ND STREET DULUTH MN 55805 874299891 SURGERY CENTER MN 0 0 ESSENTIA HEALTH SURGERY CENTERS ESSENTIA HEALTH SURGERY CENTERS-NORTH DAKOTA LLC 502 E 2ND STREET DULUTH MN 55805 874474986 SURGERY CENTER ND 0 0 ESSENTIA HEALTH SURGERY CENTERS BRAINERD LAKES INTEGRATED HEALTH SYSTEM 2024 S 6TH ST BRAINERD MN 56401 371532145 SUPPORTING ORG MN 501(C)(3) LINE 12B, II ESSENTIA HEALTH 1 BRAINERD MEDICAL CENTER INC 2024 S 6TH ST BRAINERD MN 56401 371532148 CLINIC MN 501(C)(3) LINE 3 BRAINERD LAKES INTEGRATED HEALTH SYSTEM 1 BRIDGES MEDICAL CENTER 201 9TH ST W ADA MN 56510 200479568 HOSPITAL/CLINIC MN 501(C)(3) LINE 3 INNOVIS HEALTH LLC 1 DEER RIVER HEALTHCARE CENTER INC 115 10TH AVE NE DEER RIVER MN 56636 410844574 HOSPITAL/CLINIC/SKILLED NURSING FACILITY MN 501(C)(3) LINE 3 ST MARY'S DULUTH CLINIC HEALTH SYSTEM 1 ESSENTIA HEALTH 502 E 2ND ST DULUTH MN 55805 200360007 SUPPORTING ORG MN 501(C)(3) LINE 12C, III-FI N/A 0 ESSENTIA HEALTH FOUNDATION 502 E 2ND ST DULUTH MN 55805 271984704 FOUNDATION MN 501(C)(3) LINE 7 ESSENTIA HEALTH 1 ESSENTIA HEALTH MOOSE LAKE 4572 COUNTY RD 61 MOOSE LAKE MN 55767 845099016 HOSPITAL/CLINIC MN 501(C)(3) LINE 3 ST MARY'S DULUTH CLINIC HEALTH SYSTEM 1 ESSENTIA INSTITUTE OF RURAL HEALTH 502 E 2ND ST DULUTH MN 55805 271291124 RESEARCH MN 501(C)(3) LINE 4 THE DULUTH CLINIC LTD 1 FIRST CARE MEDICAL SERVICES 900 HILLIGOSS BLVD SE FOSSTON MN 56542 410706143 HOSPITAL/CLINIC/SKILLED NURSING FACILITY MN 501(C)(3) LINE 3 INNOVIS HEALTH LLC 1 GRACEVILLE HEALTH CENTER 115 W 2ND ST GRACEVILLE MN 56240 410726173 HOSPITAL/CLINIC/SKILLED NURSING FACILITY MN 501(C)(3) LINE 3 INNOVIS HEALTH LLC 1 INNOVIS HEALTH LLC 3000 32ND AVE S FARGO ND 58103 261175213 HOSPITAL/CLINIC DE 501(C)(3) LINE 3 ESSENTIA HEALTH 1 MIDWEST MEDICAL EQUIPMENT AND SUPPLIES INC 502 E 2ND ST DULUTH MN 55805 411674021 MEDICAL EQUIPMENT MN 501(C)(3) LINE 10 ST MARY'S MEDICAL CENTER 1 NORTHERN PINES MEDICAL CENTER 5211 HWY 110 AURORA MN 55705 410841441 HOSPITAL/CLINIC/SKILLED NURSING FACILITY MN 501(C)(3) LINE 3 ST MARY'S DULUTH CLINIC HEALTH SYSTEM 1 PINE MEDICAL CENTER 705 LUNDORFF DR S SANDSTONE MN 55072 411884597 HOSPITAL MN 501(C)(3) LINE 3 ST MARY'S DULUTH CLINIC HEALTH SYSTEM 1 POLINSKY MEDICAL REHABILITATION CENTER 530 E 2ND ST DULUTH MN 55805 410691275 REHABILITATION SERVICES MN 501(C)(3) LINE 3 ST MARY'S MEDICAL CENTER 1 SMDC MEDICAL CENTER 502 E 2ND ST DULUTH MN 55805 411878730 HOSPITAL/CLINIC MN 501(C)(3) LINE 3 ST MARY'S DULUTH CLINIC HEALTH SYSTEM 1 ST JOSEPH'S MEDICAL CENTER 523 N 3RD ST BRAINERD MN 56401 410695602 HOSPITAL/CLINIC MN 501(C)(3) LINE 3 BRAINERD LAKES INTEGRATED HEALTH SYSTEM 1 ST MARY'S DULUTH CLINIC HEALTH SYSTEM 502 E 2ND ST DULUTH MN 55805 411836633 SUPPORTING ORG MN 501(C)(3) LINE 12B, II ESSENTIA HEALTH 1 ST MARY'S EMS 1027 WASHINGTON AVE DETROIT LAKES MN 56501 411805811 EMERGENCY SERVICES MN 501(C)(3) LINE 10 INNOVIS HEALTH LLC 1 ST MARY'S HOSPITAL OF SUPERIOR 3500 TOWER AVE SUPERIOR WI 54880 411811073 HOSPITAL/CLINIC MN 501(C)(3) LINE 3 ST MARY'S MEDICAL CENTER 1 ST MARY'S INNOVIS HEALTH 1027 WASHINGTON AVE DETROIT LAKES MN 56501 262861321 PHARMACY MN 501(C)(3) LINE 3 INNOVIS HEALTH LLC 1 ST MARY'S MEDICAL CENTER 402 E 2ND ST DULUTH MN 55805 410695604 HOSPITAL MN 501(C)(3) LINE 3 ST MARY'S DULUTH CLINIC HEALTH SYSTEM 1 ST MARY'S REGIONAL HEALTH CENTER 1027 WASHINGTON AVE DETROIT LAKES MN 56501 411620386 HOSPITAL/CLINIC/SKILLED NURSING FACILITY MN 501(C)(3) LINE 3 INNOVIS HEALTH LLC 1 THE DULUTH CLINIC LTD 400 E 3RD ST DULUTH MN 55805 410883623 CLINIC MN 501(C)(3) LINE 3 ST MARY'S DULUTH CLINIC HEALTH SYSTEM 1 PMC-GATEWAY IMAGING LLC THRU 1132022 705 LUNDORFF DR S SANDSTONE MN 55072 261634764 IMAGING SERVICES MN N/A N/A 0 0 HORSESHOE SURGERY CENTER LLC 1542 GOLF COURSE ROAD GRAND RAPIDS MN 55744 202137172 SURGERY CENTER MN N/A N/A 0 0 ESSENTIA HEALTH INSURANCE SERVICES SPC LTD PO BOX 1159 GRAND CAYMAN CJ 000000000 SELF INSURANCE CJ N/A C 1 MID DAKOTA CLINIC INC 502 E 2ND ST DULUTH MN 55805 450311334 CLINIC OPERATIONS CEASED 9/30/22 ND N/A C 1 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 1 0 0 0 ESSENTIA HEALTH M 1478148 ACTUAL COSTS ESSENTIA HEALTH P 189466 ACTUAL COSTS SMDC MEDICAL CENTER A 2200000 ACTUAL COSTS SCHEDULE R, PART II, COLUMN (A): THE FOLLOWING ESSENTIA HEALTH ENTITIES HAVE A DOING BUSINESS AS NAME: LEGAL NAME; DOING BUSINESS AS NAME BRAINERD MEDICAL CENTER, INC.; ESSENTIA HEALTH BRAINERD SPECIALTY CLINIC BRIDGES MEDICAL CENTER; ESSENTIA HEALTH ADA DEER RIVER HEALTHCARE CENTER, INC.; ESSENTIA HEALTH DEER RIVER FIRST CARE MEDICAL SERVICES; ESSENTIA HEALTH FOSSTON GRACEVILLE HEALTH CENTER; ESSENTIA HEALTH HOLY TRINITY HOSPITAL INNOVIS HEALTH, LLC; ESSENTIA HEALTH WEST MIDWEST MEDICAL EQUIPMENT AND SUPPLIES, INC.; ESSENTIA HEALTH MEDICAL EQUIPMENT & SUPPLIES NORTHERN PINES MEDICAL CENTER; ESSENTIA HEALTH NORTHERN PINES PINE MEDICAL CENTER; ESSENTIA HEALTH SANDSTONE POLINSKY MEDICAL REHABILITATION CENTER; ESSENTIA HEALTH POLINSKY MEDICAL REHABILITATION CENTER SMDC MEDICAL CENTER; ESSENTIA HEALTH DULUTH ST. JOSEPH'S MEDICAL CENTER; ESSENTIA HEALTH ST. JOSEPH'S MEDICAL CENTER ST. MARY'S DULUTH CLINIC HEALTH SYSTEM; ESSENTIA HEALTH EAST ST. MARY'S EMS; ESSENTIA HEALTH EMS ST. MARY'S HOSPITAL OF SUPERIOR; ESSENTIA HEALTH ST. MARY'S HOSPITAL-SUPERIOR ST. MARY'S MEDICAL CENTER; ESSENTIA HEALTH ST. MARY'S MEDICAL CENTER ST. MARY'S REGIONAL HEALTH CENTER; ESSENTIA HEALTH ST. MARY'S-DETROIT LAKES