2024-05-10T19:11:40-05:00 2023-06-30 366055558 GRANT THORNTON LLP 2001 MARKET STREET SUITE 700 PHILADELPHIA PA 19103 990 2022-07-01 232649362 ST JOSEPH MEDICAL CENTER FOUNDATION STJO 6103782300 100 CRYSTAL A DRIVE MC CA210 HERSHEY PA 17033 JOSEPH FRANK PRESIDENT 6103782300 2024-05-10 1 JOSEPH FRANK 999009999 1 RUSSLEE ARMSTRONG P00288383 2155614200 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z JOSEPH FRANK 100 CRYSTAL A DRIVE MC CA210 HERSHEY PA 17033 6200838 0 X WWW.PENNSTATEHEALTH.ORG/LOCATIONS/ST-JOSEPH X 1990 PA SUPPORT ST. JOSEPH REGIONAL HEALTH NETWORK'S MISSION: PROVISION OF HEATHCARE. 15 12 0 12 0 0 976490 298491 0 0 1363551 31398 0 0 2340041 329889 604097 2408233 0 0 270944 0 0 0 2496 112996 22278 988037 2430511 1352004 -2100622 18232817 17939017 6044 529857 18226773 17409160 X THE MISSION OF THE CORPORATION IS TO SUPPORT ST. JOSEPH REGIONAL HEALTH NETWORK'S (SJHRN) MISSION OF THE PROVISION OF HEALTHCARE. THE MISSION OF THE CORPORATION IS TO NURTURE THE HEALING MINISTRY OF THE CHURCH, SUPPORTED BY EDUCATION AND RESEARCH. (SEE SCHEDULE O) 0 0 2408233 2408233 0 ST. JOSEPH MEDICAL CENTER FOUNDATION WAS ESTABLISHED IN 1990 AS A CHARITABLE, NOT-FOR-PROFIT CORPORATION CREATED TO SUPPORT THE MISSION AND, SPECIFICALLY, THE SERVICES OF ST. JOSEPH REGIONAL HEALTH NETWORK (AKA PENN STATE HEALTH ST. JOSEPH MEDICAL CENTER). THE FOUNDATION IS A QUALIFIED NON-PROFIT ORGANIZATION WHOSE PURPOSES ARE WITHIN THE MEANING OF SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. WORKING COLLABORATIVELY WITH THE ST. JOSEPH MEDICAL CENTER BOARD OF DIRECTORS AND THE PARENT CORPORATION, PENN STATE HEALTH, THE FOUNDATION SUPPORTS ST. JOSEPH REGIONAL HEALTH NETWORK BY ENGAGING IN FUNDRAISING AND PROVIDING FINANCIAL SUPPORT AND BY ADMINISTERING AND INVESTING FUNDS FOR ITS BENEFIT, ALL IN ORDER TO ASSIST THE MEDICAL CENTER IN CARRYING OUT ITS SECTION 501(C)(3) CHARITABLE HEALTH MISSION (SEE SCHEDULE O) (CONTINUED):BY ENHANCING THE DELIVERY OF HEALTH CARE SERVICES AND IMPROVING COMMUNITY HEALTH. 2408233 1 1 0 0 0 0 0 0 0 1 0 0 0 1 1 0 0 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 X 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X 15 12 1 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 PA X TRACY L MOYER VICE PRESIDENT FINA 7177632100 100 CRYSTAL A DR MC CA210 HERSHEY PA 17033 X JOSEPH FRANK PRESIDENT 1.00 49.00 X X 0 526256 78321 SHEILAH A BORNE BOARD MEMBER (PSU EMP) 1.00 39.00 X 0 275991 108990 JIM BENNETT VP & COO SJRHN 1.00 49.00 X X 0 274172 37442 GRETCHEN NASO BOARD MEMBER/CHAIR 1.00 0.00 X X 0 0 0 SCOTT R BURKY BOARD MEMBER/VICE CHAIR 1.00 0.00 X X 0 0 0 KIM HIPPERT-EVERSGERD BOARD MEMBER/SECRETARY 1.00 0.00 X X 0 0 0 KAREN ARNOLD BOARD MEMBER 1.00 0.00 X 0 0 0 GLENN S CORBIN BOARD MEMBER 1.00 0.00 X 0 0 0 GINA DELILLO BOARD MEMBER 1.00 0.00 X 0 0 0 SUSAN DENARO BOARD MEMBER 1.00 0.00 X 0 0 0 BRENTON HAUPT BOARD MEMBER 1.00 0.00 X 0 0 0 MARK C KUNKLE BOARD MEMBER 1.00 0.00 X 0 0 0 HELEN NAJARIAN BOARD MEMBER 1.00 0.00 X 0 0 0 RANDY RAIFSNIDER BOARD MEMBER 1.00 0.00 X 0 0 0 TIMOTHY ROMIG BOARD MEMBER 1.00 0.00 X 0 0 0 EDWARD CHABALOWSKI CFO/TREASURER 1.00 49.00 X 0 313487 51208 0 1389906 275961 0 0 1 0 0 11429 287062 298491 157534 157534 5744813 5870949 -126136 -126136 -126136 329889 0 0 31398 2408233 2408233 19782 19782 2246 2246 250 250 2430511 2408233 19782 2496 100870 276316 467417 217698 0 0 0 0 8337566 7596222 0 0 0 0 9326964 9848781 18232817 17939017 6044 0 529857 6044 529857 X 85025 674289 18141748 16734871 18226773 17409160 18232817 17939017 X -2100622 761187 521822 X 0 1 X 1 0 X X X 1 ST JOSEPH REGIONAL HEALTH NETWORK 231352211 3 1 2430511 0 1 2430511 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1451669 -18716 1432953 1451669 1451669 1426669 25000 1451669 1426669 1426669 1426669 1426669 1.00000 0 0 0 MARKET VALUE OF TRUSTS 9848781 9848781 DUE TO AFFILIATES 529857 529857 PART V, LINE 4: INTENDED USES OF ENDOWMENT FUNDS: THE ENTIRE ENDOWMENT IS A PERMANENTLY RESTRICTED ENDOWMENT AND THEREFORE, ITS INTENDED USE IS TO REMAIN INTACT FOR PERPETUITY. THE INTEREST THAT IS EARNED ON THE ENDOWMENT FUNDS IS USED TO COVER EXPENSES. PART V, LINE 1E: THE AMOUNT INCLUDED ON LINE 1E IS AN ADJUSTMENT TO CORRECT A PREVIOUS ERROR. 1 ST JOSEPH REGIONAL HEALTH NETWORK 100 CRYSTAL A DRIVE MC CA210 HERSHEY PA 17033 231352211 501(C)(3) 2408233 0 PROGRAM SUPPORT 1 PART I, LINE 2: IN THE CURRENT YEAR, THE FOUNDATION MADE GRANTS TO ITS SUPPORTED ORGANIZATION. THERE IS NO SPECIFIC MONITORING OF THE GRANT FUNDS; HOWEVER, THE FOUNDATION HAS ADOPTED BEST PRACTICES FOR INTERNAL CONTROLS. 0 1 0 0 0 0 0 0 0 JOSEPH FRANK PRESIDENT 0 458658 0 50000 0 17598 0 69316 0 9005 0 604577 0 0 SHEILAH A BORNE BOARD MEMBER (PSU EMP) 0 235991 0 40000 0 0 0 91590 0 17400 0 384981 0 0 EDWARD CHABALOWSKI CFO/TREASURER 0 287853 0 19712 0 5922 0 33897 0 17311 0 364695 0 0 JIM BENNETT VP & COO SJRHN 0 236088 0 35385 0 2699 0 35514 0 1928 0 311614 0 0 PART I, LINE 3 ARRANGEMENT USED TO ESTABLISH THE CEO'S COMPENSATION: COMPENSATION FOR THE CEO (PRESIDENT) THAT WAS ESTABLISHED AND PAID BY PENN STATE HEALTH USED THE FOLLOWING TO ESTABLISH THE TOP MANAGEMENT OFFICIAL'S COMPENSATION: (1) COMPENSATION COMMITTEE; (2) INDEPENDENT COMPENSATION CONSULTANT; (3) COMPENSATION SURVEY OR STUDY; (4) APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE. PART I, LINE 4B DURING THE CALENDAR YEAR ENDING WITHIN THIS FISCAL YEAR ENDED JUNE 30, 2023, A DIRECTOR AND AN OFFICER PARTICIPATED IN A RELATED ORGANIZATION'S SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN. THE BELOW LISTED INDIVIDUAL'S CONTRIBUTIONS HAVE NOT YET VESTED; UNVESTED CONTRIBUTIONS ARE REPORTED ON SCHEDULE J, PART II, COLUMN C, RETIREMENT AND OTHER DEFERRED COMPENSATION. - JOSEPH FRANK $30,916 - JIM BENNETT $0* *THIS INDIVIDUAL PARTICIPATED IN THE SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN DURING THE FISCAL YEAR, HOWEVER HE WAS INELIGIBLE TO RECEIVE A 2022 CONTRIBUTION. PART I, LINE 7 BONUSES, PAID BY A RELATED ORGANIZATION THAT EMPLOYS THE INDIVIDUALS, ARE BASED ON A NUMBER OF VARIABLES INCLUDING BUT NOT LIMITED TO INDIVIDUAL GOAL ACHIEVEMENTS AS WELL AS ORGANIZATION OPERATION ACHIEVEMENTS. THE FINAL DETERMINATION OF THE BONUS AMOUNT IS DETERMINED AND APPROVED BY THE APPLICABLE BOARD AS PART OF THE OVERALL COMPENSATION REVIEW OF THE OFFICERS, KEY EMPLOYEES AND HIGHEST COMPENSATED. FORM 990, PART III, LINE 1, DESCRIPTION OF ORGANIZATION MISSION: (CONTINUED): FIDELITY TO THE GOSPEL URGES THE CORPORATION TO EMPHASIZE HUMAN DIGNITY AND SOCIAL JUSTICE AS IT CREATES HEALTHIER COMMUNITIES. THE CORPORATION, SPONSORED BY A LAY-RELIGIOUS PARTNERSHIP, CALLS OTHER CATHOLIC SPONSORS AND SYSTEMS TO UNITE TO ENSURE THE FUTURE OF CATHOLIC HEALTH CARE. TO FULFILL THIS MISSION, THE CORPORATION, AS A VALUES-BASED ORGANIZATION, WILL ASSURE THE INTEGRITY OF THE MINISTRY IN BOTH CURRENT AND DEVELOPING ORGANIZATIONS AND ACTIVITIES; RESEARCH AND DEVELOP NEW MINISTRIES THAT INTEGRATE HEALTH, EDUCATION, PASTORAL, AND SOCIAL SERVICES; PROMOTE LEADERSHIP DEVELOPMENT AND FORMATION FOR MINISTRY THROUGHOUT THE ENTIRE ORGANIZATION; ADVOCATE FOR SYSTEMIC CHANGES WITH SPECIFIC CONCERN FOR PERSONS WHO ARE POOR, ALIENATED, AND UNDERSERVED; AND STEWARD RESOURCES BY GENERAL OVERSIGHT OF THE ENTIRE ORGANIZATION. FORM 990, PART V, LINE 1A FORMS 1096: FORM 1096 FOR THE FILING ORGANIZATION IS PROCESSED AND REPORTED BY ITS RELATED ORGANIZATION PENN STATE HEALTH (EIN: 47-3769205). FORM 990, PART VI, SECTION A, LINE 2 CERTAIN LISTED OFFICERS AND BOARD MEMBERS ALSO SERVE AS OFFICERS AND BOARD MEMBERS OF A TAXABLE ENTITY. FORM 990, PART VI, SECTION A, LINE 6 CLASSES OF MEMBERS OR STOCKHOLDERS: THE FILING ORGANIZATION'S SOLE MEMBER IS ST. JOSEPH REGIONAL HEALTH NETWORK (SJRHN), A PENNSYLVANIA NONPROFIT CORPORATION. THE SOLE MEMBER OF SJRHN IS PENN STATE HEALTH, ALSO A PENNSYLVANIA NONPROFIT CORPORATION. FORM 990, PART VI, SECTION A, LINE 7A ELECTING MEMBERS OF GOVERNING BODY: DIRECTORS SHALL BE ELECTED BY THE CORPORATE MEMBER, ST. JOSEPH REGIONAL HEALTH NETWORK. THE CORPORATE MEMBER MAY AT ANY TIME REMOVE, WITH OR WITHOUT CAUSE, ANY MEMBER OF THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7B DECISIONS REQUIRING APPROVAL BY MEMBERS OR STOCKHOLDERS: PURSUANT TO SPECIFICATIONS DEFINED IN THE BYLAWS THE CORPORATE MEMBERS HAVE RESERVED POWERS. NOTWITHSTANDING ANY OTHER PROVISIONS OF THESE BYLAWS, THE SOLE MEMBER MUST APPROVE THE FOLLOWING ITEMS, AS APPLICABLE, BEFORE THEY MAY BE IMPLEMENTED BY THIS CORPORATION. THE SOLE MEMBER SHALL HAVE THE AUTHORITY: (A) TO DETERMINE THE NUMBER OF AND TO ELECT AND REMOVE, WITH OR WITHOUT CAUSE, THE DIRECTORS OF THE CORPORATION; (B) TO APPOINT AND REMOVE, WITH OR WITHOUT CAUSE, AND TO DETERMINE THE COMPENSATION OF, THE PRESIDENT; (C) TO ELECT AND REMOVE, WITH OR WITHOUT CAUSE, THE CHAIR AND VICE CHAIR OF THE BOARD, THE SECRETARY (INCLUDING ANY ASSISTANT OR ASSOCIATE SECRETARY), AND THE TREASURER (INCLUDING ANY ASSISTANT TREASURER); (D) TO APPROVE ANY AND ALL AMENDMENTS TO THE ARTICLES OF INCORPORATION OR BYLAWS OF THE CORPORATION; (E) TO ADOPT OR MODIFY THE MISSION, VISION, OR OBJECTIVES OF THE CORPORATION; (F) TO ADOPT ALL LONG-RANGE AND STRATEGIC PLANS; (G) TO APPROVE ALL OPERATING AND CAPITAL BUDGETS; (H) TO APPROVE ALL UNBUDGETED CAPITAL EXPENDITURES AND ALL UNBUDGETED OPERATING EXPENDITURES IN EXCESS OF SUCH AMOUNT AS IS DETERMINED BY OR PURSUANT TO THE POLICIES OF THE SOLE MEMBER; (I) TO APPROVE THE INCURRENCE OF DEBT OR GUARANTEE OF INDEBTEDNESS FOR BORROWED MONEY, OR THE PLEDGE OR MORTGAGE OF ASSETS TO SECURE THE SAME AND TO ESTABLISH AN OBLIGATED GROUP FOR FINANCING PURPOSES; (J) TO DETERMINE ANNUAL DISTRIBUTIONS TO BE MADE TO OR FOR THE BENEFIT OF THE PENNSYLVANIA STATE UNIVERSITY COLLEGE OF MEDICINE AS ACADEMIC SUPPORT PAYMENTS; (K) TO REQUIRE THE CORPORATION TO PARTICIPATE IN A CENTRALIZED FINANCIAL AND CASH MANAGEMENT SYSTEM FOR PENN STATE HEALTH AND ONE OR MORE OF ITS CONTROLLED AFFILIATES (THE "SYSTEM"); (L) TO APPROVE ANY DONATION OR TRANSFER OF THE CORPORATION'S ASSETS IN EXCESS OF SUCH AMOUNT AS IS DETERMINED BY OR PURSUANT TO THE POLICIES OF THE SOLE MEMBER, OTHER THAN DONATIONS OR TRANSFERS TO THE SOLE MEMBER OR ANOTHER ENTITY IN THE SYSTEM, UNLESS AUTHORIZED IN THE CORPORATION'S APPROVED BUDGET; (M) TO APPROVE AND AUTHORIZE ADDITIONS AND ELIMINATIONS OF CLINICAL SERVICES OF THE CORPORATION AND TO DETERMINE THE DISTRIBUTION OF CLINICAL AND SUPPORT SERVICES ACROSS THE SYSTEM; (N) TO APPROVE THE CREATION OR DISSOLUTION OF, INVESTMENT IN, OR DISPOSITION OF ANY SUBSIDIARY OR JOINT VENTURE AND TO APPROVE ANY OTHER STRATEGIC ALIGNMENT OR FUNDAMENTAL CHANGE TRANSACTION, INCLUDING (I) JOINT OPERATING AGREEMENTS OR MANAGEMENT AGREEMENTS, (II) ACQUISITIONS, DISPOSITIONS OR TRANSFERS OF MATERIAL OPERATIONS, (III) CLOSURE OF FACILITIES, (IV) MERGERS, CONSOLIDATIONS, AND DIVISIONS, (V) THE SALE, PLEDGING, LEASING OR TRANSFER OF ASSETS WITH A VALUE IN EXCESS OF SUCH AMOUNT AS IS DETERMINED BY OR PURSUANT TO THE POLICIES OF THE SOLE MEMBER, AND (VI) THE LIQUIDATION OR DISSOLUTION OF THE CORPORATION; (O) TO ADOPT EMPLOYEE BENEFIT PLANS; (P) TO ADOPT OR APPROVE THE INVESTMENT POLICIES OF THE CORPORATION; (Q) TO SELECT AND APPOINT AUDITORS FOR, AND TO DESIGNATE THE FISCAL YEAR OF, THE CORPORATION; (R) TO RETAIN COUNSEL ON BEHALF OF AND SETTLE ANY LITIGATION AGAINST THE CORPORATION; (S) TO ENTER INTO SYSTEM-WIDE AGREEMENTS ON BEHALF OF THE CORPORATION; AND (T) EXCEPT AS OTHERWISE PROVIDED IN THESE BYLAWS, TO GIVE SUCH APPROVALS AND TAKE SUCH OTHER ACTIONS AS ARE SPECIFICALLY RESERVED TO THE MEMBERS OF A PENNSYLVANIA NONPROFIT CORPORATION UNDER THE PENNSYLVANIA NONPROFIT CORPORATION LAW OF 1988, AS AMENDED (THE "PENNSYLVANIA NONPROFIT CORPORATION LAW"). FORM 990, PART VI, SECTION B, LINE 11B REVIEW OF FORM 990 BY GOVERNING BODY: THE FORM 990 IS PREPARED BY AN EXTERNAL ACCOUNTING FIRM; IT IS REVIEWED BY ACCOUNTING/FINANCE DEPARTMENT PERSONNEL AND THE CHIEF FINANCIAL OFFICER, AND THEN DISTRIBUTED TO ALL MEMBERS OF THE BOARD FOR REVIEW AND COMMENT BEFORE IT IS FILED WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C CONFLICT OF INTEREST POLICY: THE FILING ORGANIZATION REGULARLY AND CONSISTENTLY MONITORS AND ENFORCES COMPLIANCE WITH ITS CONFLICT OF INTEREST (COI) POLICIES FOR OFFICERS, DIRECTORS, AND KEY EMPLOYEES (COVERED PERSONS). PER THE POLICY, NO COVERED PERSONS MAY ENGAGE IN ANY TRANSACTION OR ARRANGEMENT OR UNDERTAKE POSITIONS WITH OTHER ORGANIZATIONS THAT INVOLVE A CONFLICT OF INTEREST, EXCEPT IN COMPLIANCE WITH THE POLICY. EVERY COVERED PERSON SHALL DISCLOSE ALL ACTUAL AND POTENTIAL CONFLICTS THROUGH AN ANNUAL ONLINE DISCLOSURE STATEMENT AND AS MATTERS INVOLVING AN ACTUAL OR POTENTIAL CONFLICT ARISE. THE BOARD WILL EVALUATE THE DISCLOSURES AND THE MATERIAL FACTS RELATING TO THE TRANSACTION OR ARRANGEMENT GIVING RISE TO THE POTENTIAL CONFLICT TO DETERMINE WHETHER THEY INVOLVE ACTUAL CONFLICTS OF INTEREST AND MAY ATTEMPT TO DEVELOP ALTERNATIVES TO REMOVE THE CONFLICT FROM THE TRANSACTION OR ARRANGEMENT. A COVERED PERSON WHO HAS AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST SHALL NOT BE PRESENT FOR OR SHALL LEAVE ANY PORTION OF A MEETING AT WHICH THE BOARD OF DIRECTORS OR A COMMITTEE IS VOTING TO DETERMINE WHETHER A CONFLICT EXISTS, BUT MAY BE PRESENT PRIOR TO THE VOTE TO MAKE PRESENTATION TO THE BOARD OR COMMITTEE TO DISCLOSE ADDITIONAL FACTS, OR TO RESPOND TO QUESTIONS. THE FILING ORGANIZATION MAY ENTER INTO A TRANSACTION OR ARRANGEMENT IN WHICH A COVERED PERSON HAS AN ACTUAL CONFLICT OF INTEREST IF A MAJORITY OF DIRECTORS WHO HAVE NO INTEREST IN THE TRANSACTION OR ARRANGEMENT APPROVE THE TRANSACTION OR ARRANGEMENT AT A BOARD OR COMMITTEE MEETING AFTER DETERMINING THAT THE TRANSACTION OR ARRANGEMENT IS FAIR AND REASONABLE TO THE CORPORATION, ANY COVERED PERSON WHO HAS A CONFLICT WITH RESPECT TO THE TRANSACTION OR ARRANGEMENT DOES NOT PARTICIPATE IN AND IS NOT PRESENT FOR THE VOTE REGARDING SUCH TRANSACTION OR ARRANGEMENT (EXCEPT THAT THE COVERED PERSON MAY APPEAR AT A MEETING TO ANSWER QUESTIONS), AND IF THE TRANSACTION OR ARRANGEMENT INVOLVES COMPENSATION OR OTHER FINANCIAL BENEFIT TO THE COVERED PERSON, THE BOARD RELIES ON APPROPRIATE COMPARABILITY DATA TO DETERMINE REASONABLENESS. THE FILING ORGANIZATION WILL DOCUMENT THE FOREGOING IN THE MINUTES OF BOARD AND COMMITTEE MEETINGS, AS APPLICABLE. EACH COVERED PERSON MUST SIGN A STATEMENT THAT AFFIRMS THAT HE OR SHE HAS RECEIVED A COPY OF THE COI POLICY, HAS READ AND UNDERSTANDS IT, AND HAS AGREED TO COMPLY WITH IT. IF THE BOARD OF DIRECTORS HAS REASONABLE CAUSE TO BELIEVE THAT A COVERED PERSON HAS FAILED TO COMPLY WITH THE POLICY, THE BOARD MAY COUNSEL THE COVERED PERSON REGARDING SUCH FAILURE AND, IF THE ISSUE IS NOT RESOLVED TO THE BOARD'S SATISFACTION, MAY CONSIDER ADDITIONAL CORRECTIVE ACTION, INCLUDING REMOVAL FROM THE BOARD OF DIRECTORS OR OTHER POSITION WITH THE FILING ORGANIZATION, AS APPROPRIATE. FORM 990, PART VI, SECTION B, LINES 13 & 14: WHISTLEBLOWER POLICY AND DOCUMENT RETENTION/DESTRUCTION POLICY: THE FILING ORGANIZATION FOLLOWS THE WHISTLEBLOWER POLICY AND DOCUMENT RETENTION AND DESTRUCTION POLICY OF A RELATED ORGANIZATION. FORM 990, PART VI, SECTION B, LINE 15 PROCESS USED TO ESTABLISH COMPENSATION OF CEO, OFFICERS, AND KEY EMPLOYEES: THE FILING ORGANIZATION IS PART OF A MULTI-ENTITY HEALTH SYSTEM AND MAY OR MAY NOT DESIGNATE ONE OR MORE OF ITS EMPLOYEES AS A CEO (OR PRESIDENT), OFFICER, OR KEY EMPLOYEE. IF THE FILING ORGANIZATION DOES NOT DESIGNATE INDIVIDUALS TO THESE ROLES, THE ROLE IS HANDLED BY AN INDIVIDUAL FROM THE PARENT ENTITY, PENN STATE HEALTH, OR AN AFFILITATE. PENN STATE HEALTH HAS ESTABLISHED A SYSTEM-WIDE PROCESS FOR ESTABLISHING COMPENSATION AS FOLLOWS: ANNUALLY, THE COMPENSATION COMMITTEE OF THE PARENT BOARD ENGAGES AN INDEPENDENT COMPENSATION CONSULTANT TO CONDUCT A COMPENSATION ANALYSIS FOR THE ORGANIZATION'S CHIEF EXECUTIVE OFFICER (CEO), OFFICERS, AND KEY EMPLOYEES. AS PART OF THE ANALYSIS, THE INDEPENDENT COMPENSATION CONSULTANT IDENTIFIES, GATHERS, AND ANALYZES APPROPRIATE COMPARABILITY DATA UPON WHICH THE COMMITTEE AND THE FULL BOARD WILL RELY TO ASSESS THE REASONABLENESS OF THE TOTAL PROPOSED COMPENSATION (INCLUDING BENEFITS) OF THE CEO, OFFICERS, AND KEY EMPLOYEES. ONCE THE COMPENSATION ANALYSIS IS COMPLETE AND DOCUMENTED IN REPORTS, THE REPORTS ARE PROVIDED TO THE BOARD FOR REVIEW AND CONSIDERATION, TOGETHER WITH WRITTEN OPINIONS FROM THE COMPENSATION CONSULTANT THAT THE PROPOSED COMPENSATION ARRANGEMENTS FOR THE CEO, OFFICERS, AND KEY EMPLOYEES ARE REASONABLE WITHIN THE MEANING OF TREASURY REGULATION 53.4958-4(B)(1)(II)(A). WITH INPUT FROM THE COMPENSATION COMMITTEE, THE FULL BOARD MAKES ANNUAL DECISIONS WITH RESPECT TO COMPENSATION FOR THE CEO, OFFICERS, AND KEY EMPLOYEES BASED UPON THE DATA IN THE REPORT AND THE OPINION OF THE COMPENSATION CONSULTANT THAT THE PROPOSED COMPENSATION IS REASONABLE. THESE DECISIONS, THE BASIS FOR THESE DECISIONS, THE BOARD MEMBERS' NAMES WHO VOTE ON COMPENSATION, AND THAT NONE OF THE BOARD MEMBERS HAVE A CONFLICT OF INTEREST WITH RESPECT TO THESE COMPENSATION ARRANGEMENTS IS ALL CONTEMPORANEOUSLY DOCUMENTED IN THE MINUTES. FORM 990, PART VI, SECTION C, LINE 19 REQUIRED DOCUMENTS AVAILABLE TO THE PUBLIC: THE ORGANIZATION'S CONFLICT OF INTEREST POLICY AND GOVERNING DOCUMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE PENNSYLVANIA STATE UNIVERSITY AND ITS SUBSIDIARIES (WHICH INCLUDES PENN STATE HEALTH AND ITS AFFILIATES) ARE AVAILABLE AT WWW.PSU.EDU. FORM 990, PART VII: PART VII AND SCHEDULE J REFLECT CERTAIN DIRECTORS AND OFFICERS RECEIVING COMPENSATION AND BENEFITS FROM A RELATED ORGANIZATION. PLEASE NOTE THAT REMUNERATION FOR DIRECTORS WAS FOR SERVICES RENDERED AS FULL-TIME EMPLOYEES OF A RELATED ORGANIZATION, NOT FOR SERVICES RENDERED AS DIRECTORS OF THE FILING ORGANIZATION. FORM 990, PART XI, LINE 9: CHANGES IN MARKET VALUE OF TRUSTS: MARKET VALUE OF TRUSTS 521,822. ST JOSEPH MEDICAL GROUP 100 CRYSTAL A DRIVE MC CA210 HERSHEY PA 17033 208544021 HEALTHCARE PA 501(C)(3) LINE 10 PSH 0 PENN STATE HEALTH 100 CRYSTAL A DRIVE MC CA210 HERSHEY PA 17033 473769205 HEALTHCARE MGMT/SUPPORT PA 501(C)(3) LINE 12A, I PSU 0 THE PENNSYLVANIA STATE UNIVERSITY 201 OLD MAIN UNIVERSITY PARK PA 16802 246000376 EDUCATION PA 115 N/A 0 THE MILTON S HERSHEY MEDICAL CENTER 100 CRYSTAL A DRIVE MC CA210 HERSHEY PA 17033 251854772 HEALTHCARE PA 115 PSH 0 PENN STATE HEALTH HAMPDEN MEDICAL CENTER 100 CRYSTAL A DRIVE MC CA210 HERSHEY PA 17033 851608328 HEALTHCARE PA 501(C)(3) LINE 3 PSH 0 PENN STATE HEALTH LANCASTER MEDICAL CENTER 100 CRYSTAL A DRIVE MC CA210 HERSHEY PA 17033 851620990 HEALTHCARE PA 501(C)(3) LINE 3 PSH 0 PENN STATE HEALTH HOLY SPIRIT MEDICAL CENTER 100 CRYSTAL A DRIVE MC CA210 HERSHEY PA 17033 231512747 HEALTHCARE PA 501(C)(3) LINE 3 PSH 0 SPIRIT PHYSICIAN SERVICES INC 100 CRYSTAL A DRIVE MC CA210 HERSHEY PA 17033 261766971 PHYSN SVCS PA 501(C)(3) LINE 10 PSH 0 HOLY SPIRIT CORPORATION 100 CRYSTAL A DRIVE MC CA210 HERSHEY PA 17033 232214540 HOLDING CO PA 501(C)(2) PSHHSMC 0 ST JOSEPH REGIONAL HEALTH NEYWORK 100 CRYSTAL A DRIVE MC CA210 HERSHEY PA 17033 231352211 HEALTHCARE PA 501(C)(3) LINE 3 PSH 0 NITTANY HEALTH - VALUEHEALTH JOINT 11221 ROE AVE LEAWOOD KS 66211 851154159 HEALTHCARE PA NITTANY HLTH N/A 0 0 HERSHEY OUTPATIENT SURGERY CEN 15305 DALLAS PKWY ADDISON TX 75001 200469951 HEALTHCARE PA NITTANY HLTH N/A 0 0 NITTANY HEALTH INC 100 CRYSTAL A DRIVE MC CA210 HERSHEY PA 17033 251769611 HOMECARE INTEGRATION PA N/A C 0 CGH REALTY CO INC 100 CRYSTAL A DRIVE MC CA210 HERSHEY PA 17033 232326801 REAL ESTATE PA N/A C 0 HOLY SPIRIT VENTURES INC 100 CRYSTAL A DRIVE MC CA210 HERSHEY PA 17033 232407709 MED. SERV. PA N/A C 0 CHARITABLE REMAINDER TRUST (1) PA N/A T 0 0 1 1 0 0 0 0 0 1 0 0 0 0 0 1 0 0 0 0 SUPPLEMENTAL INFORMATION: SCHEDULE R LISTS ONLY THOSE RELATED ORGANIZATIONS THAT RELATE TO THE HEALTH CARE OPERATIONS UNDER THE COMMON CONTROL OF THE PENNSYLVANIA STATE UNIVERSITY.