2024-11-11T11:51:11+00:00 2023-12-31 346565596 ERNST & YOUNG US LLP 2323 VICTORY AVENUE DALLAS TX 75219 990 2023-01-01 942545356 Banner Health Foundation BANN 6027474483 2901 N CENTRAL AVE 160 PHOENIX AZ 85012 ANDREA PETERSEN PRESIDENT & CEO 2024-11-11 true true Patrick Shields P01508556 2149698000 2024-11-11 2023 2024-10-15 13:58:12Z ANDREA PETERSEN 2901 N CENTRAL AVE 160 PHOENIX AZ 85012 26284336 false X WWW.BANNERHEALTHFOUNDATION.ORG X 1978 AZ BANNER HEALTH FOUNDATION (BHF) SECURES AND STEWARDS CHARITABLE CONTRIBUTIONS TO ADVANCE BANNER HEALTH'S (BH) MISSION. 31 28 32 139 0 0 28494920 20847000 0 0 1925533 5175468 -293680 -318905 30126773 25703563 16655761 18572976 0 4639303 5026269 213717 191025 191025 1157675 1605046 22666456 25395316 7460317 308247 144074291 163710107 5980394 11090017 138093897 152620090 ESTABLISHED IN 2001, BANNER HEALTH FOUNDATION SECURES AND STEWARDS CHARITABLE CONTRIBUTIONS TO ADVANCE BANNER HEALTH'S MISSION, INVESTING IN FACILITIES AND PROGRAMS THAT SUPPPORT ADVANCEMENTS IN CARE, RESEARCH, MEDICAL EDUCATION, PATIENT SERVICES, AND A VARIETY OF COMMUNITY BENEFITS. false false 23761784 18572976 1151 THE BANNER HEALTH FOUNDATION FOSTERS A SPIRIT OF GIVING BY MAKING HEALTHCARE SOLUTIONS A REALITY FOR OUR COMMUNITY. CONTRIBUTIONS MADE TO THE FOUNDATION ARE INVESTED LOCALLY IN BANNER HEALTH'S NOT-FOR-PROFIT FACILITIES AND PROGRAMS TO ADVANCE HEALTH AND WELLNESS. CARING FOR THE FUTURE OF ARIZONA SINCE 1978, BANNER HEALTH FOUNDATION IS SUPPORTED BY THE GENEROSITY OF INDIVIDUAL DONORS, THE PUBLIC AND PRIVATE SECTORS, AND HUNDREDS OF ACTIVE VOLUNTEERS. 23761784 true true false false true false false false true true false false false true false false true false false false false false true true false false true true true false false false false false false false false true false false false false true true true false false true 34 0 true 32 true false false false false false true true false false false false false false false false false X 31 28 true false false false true true true true true false false false true true true true true false false false X PAUL NOLDE-MORRISSEY 6027474000 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 ANDREA PETERSEN DIRECTOR/PRESIDENT/CEO 36.0 5.0 X X 843650 0 65391 MI-AI PARRISH DIRECTOR/VICE CHAIRMAN 4.0 0 X X 0 0 0 SUSAN ANABLE DIRECTOR/SECRETARY 4.0 0 X X 0 0 0 TONY ASTORGA DIRECTOR/CHAIRMAN/TREASURER 6.0 0 X X 0 0 0 ADAM GOODMAN DIRECTOR 4.0 0 X 0 0 0 ALISON LEWIS DIRECTOR 4.0 0 X 0 0 0 BRUCE WARD DIRECTOR 4.0 0 X 0 0 0 CINDY TEETS DIRECTOR 4.0 0 X 0 0 0 CONNOR TRYHUS DIRECTOR 4.0 0 X 0 0 0 DAVID BERRY DIRECTOR 4.0 0 X 0 0 0 DAVID ROUSSEAU DIRECTOR 4.0 0 X 0 0 0 DAVID VAN DENBURGH DIRECTOR 4.0 0 X 0 0 0 GRETCHEN KINSELLA DIRECTOR 4.0 0 X 0 0 0 JEFF STONE DIRECTOR 4.0 0 X 0 0 0 JOHN GRAHAM DIRECTOR 4.0 0 X 0 0 0 JOHN STRITTMATTER DIRECTOR 4.0 0 X 0 0 0 JP MILLON DIRECTOR 4.0 0 X 0 0 0 KEITH GALBUT DIRECTOR 4.0 0 X 0 0 0 KEN VAN WINKLE DIRECTOR 4.0 0 X 0 0 0 LARRY LYTLE DIRECTOR 4.0 0 X 0 0 0 MARK PETERSON DIRECTOR 4.0 0 X 0 0 0 MORRIS STEIN DIRECTOR 4.0 0 X 0 0 0 NANCY DAVIS DIRECTOR 4.0 0 X 0 0 0 RAHUL CHAWLA MD DIRECTOR 4.0 40.0 X 0 406685 36401 SCOTT DOUGLAS DIRECTOR 4.0 0 X 0 0 0 SHARON HARPER DIRECTOR 4.0 0 X 0 0 0 SHIVA BIRDI MD DIRECTOR 4.0 40.0 X 0 764594 184728 STEVE HILTON DIRECTOR 4.0 0 X 0 0 0 STEVEN MOAK DIRECTOR 4.0 0 X 0 0 0 STEVEN ORTEGA DIRECTOR 4.0 0 X 0 0 0 TODD HURST MD DIRECTOR 4.0 0 X 0 0 0 CHRISTY ALTER SR DIR/VP DEVELOPMENT 40.0 0 X 316941 0 33039 DEBORAH SHEPPARD SR DIR/CHIEF DEVELOPMENT OFFICER 40.0 0 X 245657 0 37307 JENNIFER ROBINSON SR DIR/CHIEF DEVELOPMENT OFFICER 40.0 0 X 219982 0 16304 LOREN BOUCHARD SR DIR/CHIEF DEVELOPMENT OFFICER 40.0 0 X 212621 0 19789 MEGAN BROWNELL SR DIR/VP COMMUNITY & EXTERNAL RELATIONS 40.0 0 X 310820 0 38387 2149671 1171279 431345 14 false true false Blackbaud Inc PO BOX 844827 Boston MA 022844827 Computer Software 234490 THE ANGELETTI GROUP LLC 365 South St Morristown NJ 07960 Philanthropic Support 145304 Omni Hotels 4949 East Lincoln Drive Paradise Valley AZ 85253 Event Management and Catering 134030 Gobel Group 16 West Market St Wests Chester PA 19382 Consulting 108300 4 1212500 17917 255 19616328 1271065 20847000 0 0 0 0 0 1958844 1958844 0 0 3216624 3216624 0 3216624 3216624 260717 1212500 580773 -320056 -320056 Miscellaneous Revenue 900099 1151 1151 0 0 0 0 1151 25703563 1151 0 4855412 17945190 17945190 627786 627786 2301447 1841158 460289 1917921 1534337 383584 249072 199258 49814 307779 246223 61556 250050 200040 50010 51924 41539 10385 191025 191025 653890 523112 130778 0 23133 18506 4627 129811 103849 25962 6660 5328 1332 17906 14325 3581 8238 6590 1648 27534 22027 5507 751 601 150 Intercompany Charges 248985 199188 49797 Repair & Maintenance 147918 118334 29584 Dues and Subscriptions 16561 13249 3312 Taxes 11595 9276 2319 260140 208112 52028 0 25395316 23878028 1326263 191025 10124390 1790054 513841 647107 15731769 17447440 0 0 0 0 0 0 0 0 0 0 0 0 8711 8711 0 0 117643573 141518744 0 0 0 0 60718 2306762 144074291 163710107 161996 198631 0 0 0 0 0 0 0 0 0 0 0 0 0 0 5818398 10891386 5980394 11090017 X 23218952 72147460 100461251 68987861 0 11484769 0 0 14413694 0 138093897 152620090 144074291 163710107 X 308247 -929605 15147551 X false true X true false X 16111169 15930647 19790654 28494920 20847000 101174390 0 0 16111169 15930647 19790654 28494920 20847000 101174390 5369807 95804583 1166852 1102115 1215029 1375645 1958844 6818485 0 0 0 0 0 0 0 107992875 5231 0.8871 0.8559 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 24290000 975000 2746000 1461000 26550000 25333000 1778000 -1835000 986000 24290000 18450981 513000 6676019 307000 25333000 15142576 0 3478964 170559 18450981 12351300 864341 2271595 344660 15142576 0.93 0.07 0.0 false false 8711 8711 0 0 Due to Banner 10508741 Annuity Payments 340028 OTHER LIABILITIES 42617 10891386 Schedule D, Part V, Line 4 Intended uses of endowment funds BANNER HEALTH FOUNDATION'S ENDOWMENT FUND CONSISTS OF 31 SEPARATE FUNDS ESTABLISHED FOR A VARIETY OF PURPOSES INCLUDING EDUCATION, BEHAVIORAL HEALTH, NURSING SCHOLARSHIPS, SCHOOL-BASED CLINIC OPERATIONS, AND OTHER HEALTHCARE-RELATED ACTIVITIES TO BENEFIT THE COMMUNITY. ONE OF THESE IS UNRESTRICTED, ONE IS BOARD-RESTRICTED AND 19 ARE TEMPORARILY RESTRICTED. IN 2015, 11 OF THESE 21 FUNDS WERE ACQUIRED IN THE MERGER WITH THE UNIVERSITY MEDICAL CENTER FOUNDATION. THESE ENDOWMENT FUNDS ARE USED FOR PROGRAM SUPPORT OF VARIOUS DEPARTMENTS AT THE BANNER-UNIVERSITY MEDICAL CENTER-SOUTH CAMPUS AND THE BANNER-UNIVERSITY MEDICAL CENTER-TUCSON CAMPUS. IN ADDITION TO THESE 21 FUNDS, ONE ADDITIONAL ENDOWMENT FUND IS HELD BY BANNER ALZHEIMER'S FOUNDATION (BAF), A RELATED ENTITY, AND IS USED FOR THE FAMILY AND COMMUNITY SERVICES PROGRAM AT BANNER ALZHEIMER'S INSTITUTE. ACCORDINGLY, BAF'S PORTION OF THE TOTAL ENDOWMENT FUNDS ARE SHOWN ON BAF'S FORM 990, SCHEDULE D. X X X X X X X true Good Works Grant Writing 328 E Braeburn Dr Phoenix AZ 85022 Advisory service firm for grant planning, solicitation, and management false 60900 -60900 The Stelter Company 10435 New Your Avenue Des Moines IA 50322 Help nonprofits educate & inspire their donors to support their charitable missions through planned giving marketing false 21825 -21825 Gobel Group 200 Spectrum Drive Suite 300 Irvine CA 92618 Data analytics used to build a more robust philanthropy program false 108300 -108300 0 191025 -191025 AZ BHF Pulse 672500 543111 129389 133923 3612 161712 16374 20681 BHF Golf 540000 408672 131328 39060 3666 164136 16618 20991 0 1212500 951783 260717 172983 7278 325848 32992 41672 580773 -320056 true Banner Medical Group 2901 N Central Ave 160 Phoenix AZ 85012 900532830 501(c)(3) 455882 GENERAL SUPPORT Banner University Medical Group 2901 N Central Ave 160 Phoenix AZ 85012 942958258 501(c)(3) 847717 GENERAL SUPPORT AMERICAN COLLEGE OF CLINICAL PHARMACY PO BOX 410041 KANSAS CITY MO 64141 431183142 501(c)(6) 7500 GENERAL SUPPORT Banner Health 2901 N Central Ave 160 Phoenix AZ 85012 450233470 501(c)(3) 16634091 GENERAL SUPPORT 3 1 BH EE ASST PRGM 911 615386 Jannetti Nursing SCHOLARSHIPS 9 12400 Schedule I, Part I, Line 2 Procedures for monitoring use of grant funds. GRANTS ARE AWARDED BY A COMMITTEE WHICH REVIEWS APPLICATIONS AND MAKES AWARDS BASED ON MERIT AND AVAILABILITY OF FUNDS. FUNDS WHICH ARE RESTRICTED ARE AWARDED TO PROJECTS MEETING THE REQUIREMENTS OF THE SPECIFIC REQUEST. ALL FUNDS ARE UTILIZED FOR PROJECTS WHICH ARE MEDICAL IN NATURE. USE OF FUNDS IS MONITORED VIA THE GOVERNANCE PRACTICES OF THE RECIPIENT ORGANIZATIONS. false true false false false false false true false ANDREA PETERSEN DIRECTOR/PRESIDENT/CEO 503499 0 285482 0 54670 0 39347 0 26043 0 909041 0 28504 0 SHIVA BIRDI MD DIRECTOR 0 465458 0 244763 0 54372 0 153031 0 31696 0 949322 0 45564 RAHUL CHAWLA MD DIRECTOR 0 274657 0 131606 0 422 0 11257 0 25144 0 443085 0 0 CHRISTY ALTER SR DIR/VP DEVELOPMENT 218770 0 80051 0 18120 0 9072 0 23968 0 349981 0 0 0 LOREN BOUCHARD SR DIR/CHIEF DEVELOPMENT OFFICER 155449 0 45540 0 11632 0 6383 0 13406 0 232410 0 0 0 MEGAN BROWNELL SR DIR/VP COMMUNITY & EXTERNAL RELATIONS 212655 0 80051 0 18114 0 8954 0 29432 0 349207 0 0 0 JENNIFER ROBINSON SR DIR/CHIEF DEVELOPMENT OFFICER 162873 0 45377 0 11732 0 6623 0 9681 0 236287 0 0 0 DEBORAH SHEPPARD SR DIR/CHIEF DEVELOPMENT OFFICER 172586 0 53115 0 19956 0 7098 0 30209 0 282964 0 0 0 Schedule J, Part I, Line 4b Supplemental nonqualified retirement plan EXEC 457(B) - COVERED APPROXIMATELY 475 FORMER AND CURRENT EXECUTIVES. THIS NONQUALIFIED PLAN IS HELD AT FIDELITY INVESTMENTS AND IS 100% VESTED. TAXATION OCCURS UPON DISTRIBUTION. THE ONLY CONTRIBUTIONS ALLOWED ARE EMPLOYER CONTRIBUTIONS. EMPLOYER CONTRIBUTIONS TO EXEC 457(B) ARE INCLUDED IN SCHEDULE J, PART II, COLUMN (B)(III). EXEC 457(F) - COVERED APPROXIMATELY 100 FORMER AND CURRENT EXECUTIVES. THIS NONQUALIFIED PLAN IS HELD AT FIDELITY INVESTMENTS. VESTING OCCURS UPON MEETING VESTING REQUIREMENTS (SUBJECT TO A SUBSTANTIAL RISK OF FORFEITURE). Awards are subject to a rolling three-year vesting schedule - or a team member reaches the age of 65, 3 years from date of deposit. TAXATION OCCURS UPON DISTRIBUTION (IF VESTED). THE ONLY CONTRIBUTIONS ALLOWED ARE EMPLOYER CONTRIBUTIONS. PAYOUT AMOUNTS ARE TAXABLE AND INCLUDED IN SCHEDULE J, PART II, COLUMN (B)(III). DEPOSIT AMOUNTS ARE INCLUDED IN SCHEDULE J, PART II, COLUMN (C). 457(F) PAYOUT: Shiva Birdi, MD $31,101 Andrea Petersen $28,504 EMPLOYER 457(F) CONTRIBUTION: Shiva Birdi, MD $25,346 Andrea Petersen $33,345 Schedule J, Part I, Line 7 Non-fixed payments 1.THE INDIVIDUALS IDENTIFIED BELOW PARTICIPATE IN A LONG-TERM INCENTIVE PLAN (LTIP) COVERING THREE-YEAR CYCLES FROM 2020-2022, 2021-2023, 2022-2024 AND 2023-2025. THE LTIP WAS DESIGNED AT THE INITIATIVE OF THE BANNER BOARD OF DIRECTORS WITH THE ASSISTANCE OF WILLIS TOWERS WATSON, AND ALL COMPONENTS WERE APPROVED BY THE BOARD. THE PLANS' AREAS OF PERFORMANCE TARGETS INCLUDE: STARTS RATING IMPROVEMENT, TRANSFORM REVENUE CYCLE ($ IMPROVEMENT), AND BUILD OUR BENCH TO REFLECT COMMUNITIES (VOICE, MINORITY %, SUCCESSION AND OTHER KEY LONG-TERM INITIATIVES. AWARDS ARE CALCULATED AS A PERCENTAGE OF BASE SALARY ON THE LAST DAY OF THE THREE-YEAR CYCLE, AND OPPORTUNITY VARIES BY POSITION LEVEL. THE PLAN REQUIRES A THRESHOLD LEVEL OF FINANCIAL PERFORMANCE BEFORE ANY AWARDS CAN BE MADE, AND THE AMOUNT OF THE AWARDS VARIES WITH THE DEGREE OF ACHIEVEMENT OF THE TARGETS. THE MAXIMUM LTIP PAYOUT OPPORTUNITY RANGES FROM 30% TO 255% OF THE BASE SALARY as of December 31 in the last year of the three-year plan. AWARDS HAVE BEEN ACCRUED UNDER THE LTIP, BUT NO PAYMENTS ARE MADE UNTIL AFTER YEAR-END AND ACHIEVEMENT IS VERIFIED BY THE BANNER HEALTH BOARD COMPENSATION COMMITTEE AND APPROVED BY THE FULL BOARD OF DIRECTORS OF BANNER HEALTH. ALL LTIP COMPENSATION PAYMENTS ARE REPORTED IN THE INCENTIVE AND BONUS COMPENSATION SHOWN IN SCHEDULE J, PART II, COLUMN (B)(II). AMOUNTS PAID FOR THE 2020-2022 CYCLE ARE REPORTED IN SCHEDULE J, PART II, COLUMN (B) AS BONUS & INCENTIVE COMPENSATION. AMOUNTS ACCRUED FOR 2023 FOR THE 2021-2023, 2022-2024, 2023-2025 CYCLES (TO BE PAID OUT IN 2024, 2025, AND 2026 RESPECTIVELY) ARE REPORTED IN SCHEDULE J, PART II, COLUMN (C) AS DEFERRED COMPENSATION. 2. BANNER HEALTH HAS A MANAGEMENT INCENTIVE PLAN (MIP) WHICH IS BASED ON COMPANY ACHIEVEMENT OF SEVERAL FINANCIAL AND NON-FINANCIAL/CLINICAL QUALITY METRICS THAT ARE ESTABLISHED ANNUALLY BY THE BANNER HEALTH BOARD OF DIRECTORS. AWARDS ARE GRANTED AS A PERCENTAGE OF THE PARTICIPANT'S BASE SALARY AND VARY WITH THE POSITION LEVEL OF THE PARTICIPATING EMPLOYEE, RANGING FROM 7% TO 110% OF BASE SALARY. IN 2023, THERE WERE 1,440 MIP PARTICIPANTS. THE MIP WAS ACCRUED IN 2022 FOR THE 2023 MIP PAYOUT. MIP COMPENSATION IS INCLUDED IN SCHEDULE J, PART II, COLUMN (B)(II). Schedule J, Part I, Line 3 COMPENSATION OF ORGANIZATION CEO THE COMPENSATION OF THE ORGANIZATION'S CEO IS DETERMINED BY A RELATED TAX-EXEMPT ORGANIZATION. SEE SCHEDULE O FOR FORM 990, PART VI, LINES 15A AND 15B FOR THE PROCESS USED BY THE RELATED ORGANIZATION TO DETERMINE COMPENSATION. X Toys and Gift Baskets 2678 243509 Market value X Socks 18750 137200 Market value X Furniture 320 96000 Market value X Household goods and cleaning supplies 19200 90159 Market value X Other Misc Non-Cash Contribution 32 704197 Market value 0 false true false Schedule M, Part I EXPLANATIONS OF REPORTING METHOD FOR NUMBER OF CONTRIBUTIONS COLUMN (B) REPRESENTS THE NUMBER OF CONTRIBUTIONS RECEIVED. Form 990, Part I, Line 6 NUMBER OF VOLUNTEERS APPROXIMATELY 139 DEDICATED VOLUNTEERS HELP ADVANCE THE WORK OF BANNER HEALTH FOUNDATION EACH YEAR. THESE INDIVIDUALS EMBODY OUR BELIEF THAT THE HEALTH AND WELL-BEING OF OUR COMMUNITY IS A SHARED RESPONSIBILITY. BANNER HEALTH FOUNDATION VOLUNTEERS INCLUDE PEOPLE OF ALL AGES, BACKGROUNDS AND SKILL SETS, WHICH TRULY REPRESENT THE DIVERSITY OF THE COMMUNITY WE SERVE. WHETHER WORKING BEHIND THE SCENES OR FRONT AND CENTER, BANNER HEALTH FOUNDATION VOLUNTEERS ARE COMMITTED TO HELPING OTHERS. INDIVIDUALS DONATE THEIR TIME AND TALENTS TO MAKE A DIFFERENCE BY SERVING AS MEMBERS OF THE BOARD OF DIRECTORS, MEMBERS OF VARIOUS OTHER BOARDS, CAMPAIGN CABINETS, ADVISORY COUNCILS, EVENT PLANNING COMMITTEES AND MORE. RESPONSIBILITIES INCLUDE, BUT ARE NOT LIMITED TO, OPERATIONAL OVERSIGHT, DONOR CULTIVATION, RELATIONSHIP BUILDING, EVENT PLANNING, AND PUBLIC SPEAKING. BANNER HEALTH FOUNDATION VOLUNTEERS ASSIST IN A VARIETY OF CAPACITIES AND ARE CRITICAL TO OUR SUCCESS. Form 990, Part VI, Line 1a NUMBER OF VOTING MEMBERS OF THE GOVERNING BODY THE BHF BOARD OF DIRECTORS IS PRIMARILY A FUNDRAISING BOARD WITHOUT FISCAL OVERSIGHT. THE BANNER HEALTH BOARD OF DIRECTORS HAS THE BROADER AUTHORITY OVER BHF AS DESCRIBED IN THE NARRATIVE FOR PART VI, LINES 7A/B. IN MANY, IF NOT ALL, SITUATIONS, THE BHF BOARD DELEGATES AUTHORITY DIRECTLY TO THE BANNER HEALTH CEO. Form 990, Part VI, Line 15a PROCESS FOR DETERMINING COMPENSATION BHF UTILIZES A COMPENSATION COMMITTEE COMPRISED OF INDEPENDENT DIRECTORS THAT EXERCISES OVERSIGHT OVER ALL ASPECTS OF THE COMPENSATION PAID TO OR FOR THE BENEFIT OF THE CEO AND ALL OTHER SENIOR EXECUTIVES OF BANNER HEALTH AND ANY OF ITS AFFILIATES AND ALL OTHER PERSONS WHO CONSTITUTE "DISQUALIFIED PERSONS" WITH RESPECT TO BANNER HEALTH UNDER CODE SECTION 4958. THE COMMITTEE: - ASSESSES ANNUALLY THE PERFORMANCE OF THE CEO - EXERCISES OVERSIGHT OVER ALL ASPECTS OF COMPENSATION FOR THE CEO - REVIEWS AND DETERMINES THE EXECUTIVE TOTAL COMPENSATION PHILOSOPHY OF BANNER HEALTH - ESTABLISHES THE PERMISSIBLE RANGES OF COMPENSATION FOR SENIOR EXECUTIVES AND DISQUALIFIED PERSONS - REVIEWS AND APPROVES THE DESIGN OF THE COMPONENTS OF COMPENSATION FOR SENIOR EXECUTIVES AND ANY OTHER DISQUALIFIED PERSONS AND MONITORS COMPLIANCE OF BANNER HEALTH WITH THE PHILOSOPHY AND DESIGN COMPONENTS OF EXECUTIVE COMPENSATION - RECEIVES THE CEO'S REPORT CONCERNING THE OVERALL PERFORMANCE AND DEVELOPMENT ASSESSMENT OF THE SENIOR EXECUTIVES - ACTS FOR THE BOARD IN THE ENGAGEMENT AND DIRECT OVERSIGHT OF EXTERNAL INDEPENDENT COMPENSATION CONSULTANTS ENGAGED TO PROVIDE ADVICE AND INFORMATION WITH RESPECT TO THE REASONABLENESS AND COMPETITIVENESS OF THE COMPENSATION PAID TO THE CEO, SENIOR EXECUTIVES AND ANY OTHER DISQUALIFIED PERSONS, WHICH CONSULTANT REPORTS DIRECTLY TO THE COMMITTEE. IN ADDITION, THE COMMITTEE HAS ADOPTED THE FOLLOWING BEST PRACTICES WITH RESPECT TO ITS EXECUTIVE COMPENSATION OVERSIGHT FUNCTION: - REVIEWS ALL INCENTIVE PLANS, BENEFIT PLANS AND PROGRAMS THAT APPLY TO EMPLOYEES AND PHYSICIANS - APPROVES CEO'S RECOMMENDATIONS AS TO THE COMPENSATION OF SENIOR EXECUTIVES - USES TALLY SHEETS SUMMARIZING ALL COMPONENTS OF THE CEO'S AND SENIOR EXECUTIVES' COMPENSATION, INCLUDING A THREE-YEAR EARNINGS HISTORY AND THE COST OF ALL COMPENSATION (INCLUDING SPECIFICALLY DEFERRED COMPENSATION) AT THE TIME THAT ANY ACTION IS TAKEN WITH RESPECT TO THE CEO'S OR SENIOR EXECUTIVES' COMPENSATION IN ORDER TO ENSURE THAT THE COMMITTEE IS FULLY INFORMED OF THE COMPLETE COMPENSATION PACKAGE BEFORE TAKING ANY SUCH ACTION - REVIEWS THE ANNUAL FORM 990 DISCLOSURES RELATING TO EXECUTIVE COMPENSATION TO ENSURE THE DISCLOSURES ACCURATELY RECONCILE TO THE COMPENSATION PACKAGES APPROVED BY THE COMMITTEE. THE COMPENSATION COMMITTEE RETAINS AN EXTERNAL INDEPENDENT COMPENSATION CONSULTING FIRM TO ASSIST THE COMMITTEE. THE COMMITTEE ENGAGES A NATIONALLY RECOGNIZED COMPENSATION CONSULTING FIRM WITH SUBSTANTIAL HEALTHCARE EXPERIENCE. THIS FIRM REVIEWED AND OPINED AS TO THE REASONABLENESS OF THE TOTAL COMPENSATION PACKAGE OF THE CEO, SENIOR EXECUTIVE MANAGEMENT, AND OTHER EXECUTIVE MANAGEMENT IDENTIFIED BY THE COMMITTEE AS POTENTIAL DISQUALIFIED PERSONS. THE COMMITTEE ANNUALLY REVIEWS THE RELATIONSHIP BETWEEN BANNER HEALTH AND EACH CONSULTANT TO ENSURE THE CONSULTANT'S INDEPENDENCE. IN CONNECTION WITH EACH SUCH EVALUATION, THE COMMITTEE REQUESTS A WRITTEN CERTIFICATION FROM EACH CONSULTANT THAT: - INCLUDES AN INDEPENDENCE ATTESTATION AFFIRMING THAT THE CONSULTANT HAS CONDUCTED ITS OWN INTERNAL ASSESSMENT AND BASED ON SUCH ASSESSMENT AND ITS INTERNAL CONTROLS, CONCLUDED THAT IT HAS PERFORMED ITS SERVICES FOR THE COMMITTEE IN AN INDEPENDENT MANNER AND IS INDEPENDENT AS DEFINED IN THE INTERMEDIATE SANCTION REGULATIONS UNDER CODE SECTION 4958 - CONFIRMS THAT THE CONSULTANT REPORTS TO THE COMMITTEE THROUGH THE CHAIR OF THE COMMITTEE AND THAT ALL CONSULTING ACTIVITY FOR BANNER HEALTH CONDUCTED BY SUCH CONSULTANT DURING THE PRECEDING YEAR WAS CONDUCTED WITH THE KNOWLEDGE AND CONSENT OF THE CHAIR OF THE COMMITTEE - DETAILS THE AMOUNTS PAID BY BANNER HEALTH TO THE CONSULTANT IN ITS CAPACITY AS AN EXTERNAL COMPENSATION CONSULTANT TO THE COMMITTEE, AND THE AMOUNTS PAID BY BANNER HEALTH, IF ANY, TO THE CONSULTANT AND ITS AFFILIATES FOR ANY OTHER ENGAGEMENTS. - WITH THE ASSISTANCE OF THE INDEPENDENT COMPENSATION CONSULTANT, THE COMPENSATION COMMITTEE ANNUALLY REVIEWS THE PERFORMANCE OF THE CEO AND RECOMMENDS ADJUSTMENTS TO THIER BASE SALARY AS DEEMED APPROPRIATE BASED UPON THE REVIEW, SUBJECT TO CONFIRMATION FROM THE CONSULTANT (WHO ATTENDS SUCH MEETING) THAT THE RECOMMENDATION IS APPROPRIATE AND WILL NOT RESULT IN THE OVERALL COMPENSATION OF THE CEO BECOMING UNREASONABLE. IN ORDER TO ENSURE THAT THE COMPENSATION DECISION IS SUBJECT TO THE ACTION OF INDEPENDENT DIRECTORS, THE BOARD MAY NOT APPROVE A SALARY ACTION DIFFERENT FROM THAT RECOMMENDED BY THE COMPENSATION COMMITTEE WITHOUT THE CONCURRENCE OF THE COMMITTEE. THE CEO ESTABLISHES THE BASE SALARY OF THE EXECUTIVES WHO DIRECTLY REPORT TO HIM/HER, AND THOSE EXECUTIVES IN TURN ESTABLISH THE BASE SALARY OF THOSE INDIVIDUALS WHO REPORT TO THEM. ALL BASE SALARIES ARE, HOWEVER, BASED UPON POSITION-SPECIFIC MARKET DATA PROVIDED BY THE BANNER HEALTH'S EXECUTIVE COMPENSATION DEPARTMENT. THESE RANGES ARE ESTABLISHED IN ACCORDANCE WITH AN EXECUTIVE COMPENSATION PHILOSOPHY THAT IS ESTABLISHED, AND ANNUALLY REVIEWED, BY THE COMPENSATION COMMITTEE. ANNUAL EQUITY ADJUSTMENTS MAY BE MADE UPON APPROVAL OF THE CEO AND BASED UPON SPECIFIC MARKET DATA. THE COMPENSATION COMMITTEE RECEIVES AN ANNUAL REPORT FROM THE EXECUTIVE COMPENSATION DEPARTMENT SHOWING THAT BASE SALARIES ARE BEING MAINTAINED CONSISTENT WITH THE EXECUTIVE COMPENSATION PHILOSOPHY APPROVED BY THE COMMITTEE. AS STATED IN THE RESPONSE TO SCHEDULE J, PART I, LINE 7, THE SIGNIFICANT NON-FIXED COMPONENTS OF THE COMPENSATION OF THE CEO AND OTHER SENIOR MANAGEMENT ARE ESTABLISHED AND MONITORED BY THE COMPENSATION COMMITTEE WITH THE ASSISTANCE OF THE INDEPENDENT COMPENSATION CONSULTANT AND ARE INCLUDED IN THE ANNUAL REASONABLENESS OPINION RENDERED BY THE INDEPENDENT COMPENSATION CONSULTANT. CONTEMPORANEOUS MINUTES ARE KEPT OF ALL MEETINGS OF THE COMPENSATION COMMITTEE AND OF THE ACTIONS OF THE BOARD OF DIRECTORS IN APPROVING THE COMPENSATION OF CEO AND REVIEWING AND MONITORING THE COMPENSATION FOR ALL OTHER SENIOR EXECUTIVES AND TOP MANAGEMENT. THE COMPENSATION REVIEW PROCESS WAS LAST COMPLETED IN 2023. Form 990, Part VI, Line 2 Family/business relationships amongst interested persons JOHN STRITTMATTER AND JOHN GRAHAM - Business relationship Form 990, Part VI, Line 6 Classes of members or stockholders THE SOLE VOTING MEMBER OF BANNER HEALTH FOUNDATION IS BANNER HEALTH, AN ARIZONA NONPROFIT CORPORATION EXEMPT FROM TAX AS AN ENTITY DESCRIBED UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. THE MEMBER'S VOTE SHALL BE REQUIRED ON: (A) ELECTION AND REMOVAL OF DIRECTORS AS SET FORTH IN THE ORGANIZATION'S BYLAWS; (B) ELECTION AND REMOVAL OF CERTAIN OFFICERS AS SET FORTH IN THE ORGANIZATION'S BYLAWS; (C) THE ADOPTION OF ANY PLAN OF MERGER OR CONSOLIDATION; (D) THE ADOPTION OF ANY PLAN OF DISSOLUTION; (E) THE SALE OR ENCUMBRANCE OF ANY ASSET AS SET FORTH IN THE ORGANIZATION'S BYLAWS; (F) AMENDMENT OF THE ARTICLES OF INCORPORATION OR BYLAWS OF THE CORPORATION; AND (G) THOSE ISSUES OR MATTERS UPON WHICH THE MEMBER IS GRANTED VOTING RIGHTS AS SET FORTH IN THE ARTICLES OF INCORPORATION, THE BYLAWS, OR THE ARIZONA NONPROFIT CORPORATION ACT. THE CORPORATION MAY HAVE SUCH NONVOTING MEMBERS AS THE MEMBER SHALLCREATE AND AUTHORIZE. AT SUCH TIME AS THE MEMBER CREATES A CLASS OR CLASSES OF NONVOTING MEMBERSHIP FOR THE CORPORATION, IT SHALL AMEND THE BYLAWS ACCORDINGLY. CREATION OF ANY CLASS OF NONVOTING MEMBER SHALL BE EFFECTIVE ONLY UPON AMENDMENT OF THE BYLAWS. POWERS OF THE VOTING MEMBER - THE VOTING MEMBER SHALL HAVE AND EXERCISE THOSE POWERS HEREAFTER DESCRIBED AS WELL AS THOSE SPECIFIC POWERS SET FORTH IN OTHER SECTIONS OF THE BYLAWS. THE VOTING MEMBER SHALL: (A) APPOINT OR REMOVE THE PRESIDENT AND EVALUATE THE PERFORMANCE OF THE PRESIDENT; (B) APPOINT ALL MEMBERS OF THE BOARD OF DIRECTORS OF THE CORPORATION FOLLOWING NOMINATION BY THE BOARD OF DIRECTORS OF THE CORPORATION; (C) REVIEW AND APPROVE MISSION STATEMENTS AND STRATEGIC PLANS; (D) APPROVE THE ESTABLISHMENT OF ALL NEW CORPORATE OR PARTNERSHIP ENTITIES CREATED OR JOINED BY THE CORPORATION; (E) REVIEW AND APPROVE OPERATING AND CAPITAL BUDGETS OF THE CORPORATION; (F) APPROVE ALL UNBUDGETED EXPENDITURES OVER THRESHOLDS AND SIGNATURE AUTHORITY AS ESTABLISHED BY POLICY OF THE VOTING MEMBER; (G) APPROVE THE SALE OF ANY ASSET OVER THRESHOLDS AND SIGNATURE AUTHORITY AS ESTABLISHED BY POLICY OF THE VOTING MEMBER; (H) APPROVE MAJOR CONTRACTS OF A NATURE AND SIZE AS DETERMINED BY POLICY AND SIGNATURE AUTHORITY OF THE VOTING MEMBER; AND (I) APPROVE ALL DEBT OF THE CORPORATION OF TYPES AND LIMITS OVER THRESHOLDS AND SIGNATURE AUTHORITY AS ESTABLISHED BY POLICY OF THE VOTING MEMBER. Form 990, Part VI, Line 7a Members or stockholders electing members of governing body Banner Health, as the controlling tax-exempt organization, has the power to elect the board of directors. Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders Banner Health, as the controlling tax-exempt organization, has certain reserved powers. Form 990, Part VI, Line 11b Review of form 990 by governing body BH's Tax Department (BH Tax) is RESPONSIBLE FOR OVERSEEING THE PROCESSES FOR PREPARING THE FORM 990. BH Tax TAKES THE LEAD ROLE IN THE PROCESS AND IS CHARGED WITH THE DUTY TO COLLECT THE FINANCIAL AND OTHER INFORMATION NEEDED TO COMPLETE THE FORM 990. THIS INCLUDES COORDINATING WITH OTHER BH DEPARTMENTS, SUCH AS THE LEGAL, PAYROLL, GOVERNMENT RELATIONS, LICENSING, COMMUNITY BENEFIT, COMPENSATION AND BENEFITS, ACCOUNTS PAYABLE, RISK MANAGEMENT, CERTIFICATION, CREDENTIALING, FINANCIAL SERVICES, AND TREASURY DEPARTMENTS IN ORDER TO ENSURE THAT THE EXPERTISE OF EACH DEPARTMENT IS UTILIZED IN THE INFORMATION-GATHERING PROCESS. ONCE THE INFORMATION IS GATHERED, IT IS ORGANIZED AND ASSEMBLED INTO AN ORGANIZER THAT WILL BE USED BY AN OUTSIDE ACCOUNTING FIRM TO PREPARE THE FORM 990. BANNER HEALTH HAS AUDITED FINANCIAL STATEMENTS PREPARED ANNUALLY BY AN INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM AND USES THIS SAME FIRM TO PREPARE ITS FORM 990 BECAUSE OF ITS EXPERTISE IN NON-PROFIT HOSPITAL SYSTEMS AND ITS SPECIFIC KNOWLEDGE OF BANNER HEALTH'S OPERATIONS AND RETURN COMPLEXITY. ONCE THE INFORMATION GATHERING PROCESS IS COMPLETE, A FIRST DRAFT OF THE FORM 990 IS PREPARED by the outside accounting firm AND READIED FOR REVIEW. THE REVIEW PROCESS BEGINS WITH AN INITIAL REVIEW DONE BY BH Tax. DURING THIS REVIEW, A LIST OF QUESTIONS, ISSUES AND ADDITIONAL TASKS IS COMPILED. THIS LIST IS THEN DISSEMINATED TO THE APPROPRIATE BH DEPARTMENTS FOR FURTHER ACTION. ONCE ALL QUESTIONS, ISSUES AND TASKS HAVE BEEN COMPLETED, A SECOND REVIEW BY BH Tax is and the accounting firm is DONE. AGAIN, IF APPLICABLE, A LIST OF QUESTIONS, ISSUES AND ADDITIONAL TASKS IS COMPILED. THIS LIST IS THEN DISSEMINATED TO THE APPROPRIATE BANNER HEALTH DEPARTMENTS FOR FURTHER ACTION. ONCE THIS SECOND REVIEW PROCESS IS COMPLETED, A FINAL DRAFT OF THE FORM 990 IS PRESENTED TO certain BHF officers. CHANGES TO THE FORM 990 ARE MADE IF NECESSARY. THE FINAL VERSION OF THE FORM 990 IS SIGNED BY a BHF OFFICER and the return is made available to the governing body. Form 990, Part VI, Line 12c Conflict of interest policy THE ORGANIZATION'S GOVERNING DOCUMENTS, AUDITED FINANCIAL STATEMENTS, CONFLICT OF INTEREST POLICY, AND TAX RETURNS ARE AVAILABLE UPON REQUEST. COPIES ARE MAINTAINED AT EACH ADMINISTRATIVE OFFICE AND IN THE LEGAL AND TAX DEPARTMENTS. PURSUANT TO BANNER HEALTH'S CONFLICT OF INTEREST POLICY, ALL BOARD MEMBERS, OFFICERS AND THE DIRECTOR OF INTERNAL ASSURANCE MUST DISCLOSE THE EXISTENCE OF ANY FINANCIAL INTEREST THAT MAY GIVE RISE TO A CONFLICT OF INTEREST. Form 990, Part VI, Line 19 Required documents available to the public THE ORGANIZATION'S GOVERNING DOCUMENTS, AUDITED FINANCIAL STATEMENTS, CONFLICT OF INTEREST POLICY, AND TAX RETURNS ARE AVAILABLE UPON REQUEST. COPIES ARE MAINTAINED AT EACH ADMINISTRATIVE OFFICE AND IN THE LEGAL AND TAX DEPARTMENTS. Form 990, Part XI, Line 9 Other changes in net assets or fund balances INTERCOMPANY TRANSFERS - 15147551; BANNER HEALTH 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 450233470 HOSPITAL AZ 501(c)(3) 3 NA false BANNER ALZHEIMER'S FOUNDATION 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 204862361 SUPPORT AZ 501(c)(3) 7 BANNER HEALTH true BANNER MEDICAL GROUP 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 900532830 MEDICAL SERVICES AZ 501(c)(3) 3 BANNER HEALTH true BANNER MEDICAL GROUP COLORADO 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 900532831 MEDICAL SERVICES CO 501(c)(3) 3 BANNER HEALTH true BANNER UNIVERSITY MEDICAL GROUP 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 942958258 MEDICAL SERVICES AZ 501(c)(3) 3 BANNER HEALTH true BANNER-UNIVERSITY CARE ADVANTAGE 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 463757358 HEALTH INSURANCE AZ 501(c)(3) 10 BANNER HEALTH true BANNER-UNIVERSITY FAMILY CARE 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 463766901 HEALTH INSURANCE AZ 501(c)(3) 10 BANNER HEALTH true BANNER HEALTH INSURANCE GROUP INC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 843248878 HEALTH INSURANCE AZ 501(c)(4) BANNER HEALTH true BANNER HEALTH PLAN INC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 843237280 HEALTH INSURANCE AZ 501(c)(4) BANNER HEALTH true BANNER AIR LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 862878425 MEDICAL TRANSPORT DE NA N/A BANNER ATLAS JV LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 831276122 OUTPATIENT SURGERY CENTER AZ NA N/A BANNER WEST VALLEY CARDIOLOGY MANAGEMENT LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 861559257 MEDICAL MANAGEMENT AZ NA N/A BHSM REHABILITATION LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 823481322 MEDICAL SERVICES DE NA N/A BANNER HEALTH NETWORK 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 900750689 ACCOUNTABLE CARE AZ NA C Corporation true BANNER INDEMNITY LTD PO BOX 1051 GRAND CAYMAN CJ 450233470 INVESTMENTS CJ NA C Corporation true BANNER PLAN ADMINISTRATION INC 445 W 5TH PLACE SUITE 101 MESA AZ 85201 860800246 THIRD PARTY ADMINISTRATION AZ NA C Corporation true NMSI INC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 742354291 PPO INSURANCE PROVIDER CO NA C Corporation true false true false false false false false false false false false false false true true false false false false BANNER UNIVERSITY MEDICAL GROUP B 847717 FMV BANNER MEDICAL GROUP B 455882 FMV