2024-08-12T11:58:58+00:00 2023-09-30 350921680 CROWE LLP 231 S Bemiston Ave Suite 800 Clayton MO 63105 990 2022-10-01 060655138 Western Connecticut Home Care Inc WEST 2037924120 100 Saw Mill Road Danbury CT 06810 Daniel DeBarba CFO, Nuvance Health 2024-08-12 true true STEVE LENIVY P01635350 3148022000 2022 2024-08-08 14:25:15Z Sharon Adams 100 Saw Mill Road Danbury CT 06810 18096470 false X www.nuvancehealth.org/services-and-treatments/home-health-care X 1940 CT THE ORGANIZATION EXISTS TO ENHANCE THE HEALTH AND WELL BEING OF THE COMMUNITIES IT SERVES BY EMPLOYING THE MOST ADVANCED KNOWLEDGE ABOUT CAUSES AND PREVENTION OF DISEASE, ILLNESS MANAGEMENT AND HEALTH MAXIMIZATION. THE ORGANIZATION'S MISSION IS ACHIEVED THROUGH THE PROVISION OF HOME, COMMUNITY AND PUBLIC HEALTH BASED CARE, EDUCATION AND RESEARCH. 7 7 175 10 0 0 329040 14538 15625938 17252575 46043 -22423 62715 60196 16063736 17304886 0 0 14628802 16607506 0 0 3063584 3290314 17692386 19897820 -1628650 -2592934 6971817 7304812 6337100 9109245 634717 -1804433 THE ORGANIZATION EXISTS TO ENHANCE THE HEALTH AND WELL BEING OF THE COMMUNITIES IT SERVES BY EMPLOYING THE MOST ADVANCED KNOWLEDGE ABOUT CAUSES AND PREVENTION OF DISEASE, ILLNESS MANAGEMENT AND HEALTH MAXIMIZATION. THE ORGANIZATION'S MISSION IS ACHIEVED THROUGH THE PROVISION OF HOME, COMMUNITY AND PUBLIC HEALTH BASED CARE, EDUCATION AND RESEARCH. false false 17550811 0 17312771 HOME HEALTH CARE IS A PROGRAM DESIGNED TO PROVIDE COMPREHENSIVE HEALTH SERVICES TO SELECTED PATIENTS WHO CAN BE CARED FOR AT HOME, THUS REDUCING THE EXPENSE ASSOCIATED WITH HOSPITALIZATION, AND ALLOWING PATIENTS TO BE TREATED IN THE COMFORT AND FAMILIARITY OF THEIR OWN HOMES. THESE SERVICES INCLUDE SKILLED NURSING, THERAPIES (PHYSICAL, OCCUPATIONAL AND SPEECH), MEDICAL SOCIAL SERVICES AND HOME HEALTH AIDES. THE PROGRAM ALSO PROVIDES COMMUNITY-BASED SERVICES SUCH AS IMMUNIZATIONS, HEALTH CHECKS, SCREENINGS AND CLINICS REGARDLESS OF AN INDIVIDUALS ABILITY TO PAY. 17550811 true true false false false false false false false true false false true true true false true false false false false false false false false false false false true false false false false false false false false false false false false false true false false false true 14 0 true 175 true false false false false false false false false false false false false false X 7 7 false false false false true true true true true false false true true true true true true true false false CT X Francis Nicolas 2037924120 100 SAW MILL ROAD DANBURY CT 06810 ALEXANDER DELUCIA CHAIR 2.0 X X 0 0 0 JAMES M POST VICE CHAIR, Treasurer (until Dec 2022) 2.0 X X 0 0 0 MARY R GRIFFIN SECRETARY 2.0 X X 0 0 0 FABRICIO NUNES DIRECTOR 1.0 X 0 0 0 Greg Williams Director (beg Jan 2023) 1.0 X 0 0 0 LAURA GARZA DIRECTOR 1.0 X 0 0 0 MICHAEL MALONE DIRECTOR 1.0 X 0 0 0 ALYSON BLANCK VP OF HOME CARE OPERATIONS AND OUTPATIENT REHABILITATION 26.0 24.0 X 337216 0 56865 BRIAN WYATT ASSISTANT SECRETARY/NUVANCE HEALTH CHIEF LEGAL OFFICER (beg Jan 2023) 2.0 48.0 X 0 350253 60626 CAROLYN MCKENNA ASSISTANT SECRETARY/NUVANCE CHIEF LEGAL OFFICER (UNTIL Dec 2022) 2.0 48.0 X 0 811715 90668 DANIEL DEBARBA ASSISTANT TREASURER, NUVANCE HEALTH CFO (beg Jan 2023) 2.0 48.0 X 0 275184 43123 JOHN MURPHY MD PRESIDENT AND CEO OF NUVANCE HEALTH 1.0 49.0 X 0 2740600 297106 SHARON ADAMS PRESIDENT DANBURY HOSPITAL AND NEW MILFORD HOSPITAL 2.0 48.0 X 0 958117 110855 BRIAN O'LOUGHLIN CLINICAL DIRECTOR/ADMINISTATOR 40.0 X 192295 0 24878 FRANCIS E NICOLAS JR DIRECTOR OF FINANCE AND OPERATIONS HOME CARE 28.0 22.0 X 232317 0 13776 GRZEGORZ SADOWSKI CLINICAL MANAGER 40.0 X 133927 0 45888 JANICE S ESPOSITO QUALITY ASSURANCE MANAGER 40.0 X 129415 0 7690 MARGARET CANTU CLINICIAN 40.0 X 169496 0 10434 TARA L BASSETT CLINICIAN 40.0 X 147656 0 43473 STEVEN ROSENBERG FORMER ASSISTANT TREASURER AND FORMER NUVANCE HEALTH CFO 0.0 0.0 X 0 1257989 149121 1342322 6393858 954503 33 true true false MEDPRO STAFFING 1580 SAWGRASS CORPORATE PARKWAY SUITE 200 SUNRISE FL 33323 CLINICAL STAFFING 524314 MCBEE ASSOCIATES INC 997 OLD EAGLE SCHOOL ROAD WAYNE PA 19087 CLINICAL CODING SERVICES 264795 COREMEDICAL GROUP PO BOX 306478 NASHVILLE TN 372306478 CLINICAL STAFFING 115580 3 12038 2500 14538 NET PATIENT SERVICE REVENUE 621610 17252575 17252575 0 0 0 0 17252575 37445 37445 0 0 731716 791584 -59868 0 -59868 -59868 MISCELLANEOUS INCOME 900099 44005 44005 REIMBURSED EXPENSES 900099 16191 16191 0 0 0 0 60196 17304886 17312771 0 -22423 334843 334843 12973014 12118426 854588 632583 622123 10460 1741609 1714887 26722 925457 909724 15733 2200 2200 4398 4398 13440 13440 454512 445675 8837 0 4319 3835 484 197781 201769 -3988 244903 244542 361 402616 359203 43413 373460 366288 7172 567 503 64 1273849 1273849 66177 3800 62377 101077 89756 11321 NURSING & CLINICAL MEDICAL SUPPLIES 128236 128236 LICENSES/DUES/ACCREDITATION 24269 5399 18870 REPAIRS AND MAINTENANCE -1490 1802 -3292 0 0 0 0 19897820 17550811 2347009 0 772825 1170315 2226863 2626286 0 0 0 0 7232 7702 272748 254202 691452 299365 352101 392087 1273088 1389345 0 0 2066960 1464875 6971817 7304812 1528633 1458186 321019 344135 0 0 4487448 7306924 6337100 9109245 X 606419 -1804433 28298 0 634717 -1804433 6971817 7304812 -2592934 153784 0 X false true X true false X 47000 773046 47735 329040 14538 1211359 16751695 15507943 16004914 15625938 17252575 81143065 0 0 0 16798695 16280989 16052649 15954978 17267113 82354424 0 0 0 0 0 0 0 0 0 126635 0 126635 0 0 0 126635 0 126635 82227789 34218 78560 21933 35246 37445 207402 0 34218 78560 21933 35246 37445 207402 0 2861 3492 1569 309 44005 52236 16835774 16363041 16076151 15990533 17348563 82614062 0.9953 0.9957 0 0.0 X Schedule A, Part III, Line 12 Other Income DESCRIPTION - MISCELLANEOUS INCOME, COLUMN A - 2861.0, COLUMN B - 3492.0, COLUMN C - 1569.0, COLUMN D - 309.0, COLUMN E - 44005.0, COLUMN F - 52236.0; RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 296461 118585 177876 394991 180780 214211 392087 RIGHT OF USE - LEASED ASSETS 1464875 1464875 DUE TO AFFILIATES 5441021 LEASE LIABILITY - LEASED ASSETS 1770105 Deferred Long Term Debt 95798 7306924 X Schedule D, Part X, Line 2 FIN 48 (ASC 740) footnote The System comprises not-for-profit corporations, as described in Section 501(c)(3) of the Code and is exempt from federal income taxes on related income pursuant to Section 501(a) of the Code. The System is also exempt from state and local taxes. As of September 30, 2023 and 2022, there are no unrecognized tax benefits resulting from uncertain tax positions. X true true false true false false false false false true false JOHN MURPHY MD PRESIDENT AND CEO OF NUVANCE HEALTH 0 1541381 0 922788 0 276431 0 264336 0 32770 0 3037706 0 255000 SHARON ADAMS PRESIDENT DANBURY HOSPITAL AND NEW MILFORD HOSPITAL 0 639488 0 200000 0 118629 0 104995 0 5860 0 1068972 0 78600 ALYSON BLANCK VP OF HOME CARE OPERATIONS AND OUTPATIENT REHABILITATION 263937 0 64000 0 9279 0 18300 0 38565 0 394081 0 0 0 DANIEL DEBARBA ASSISTANT TREASURER, NUVANCE HEALTH CFO (beg Jan 2023) 0 267926 0 0 0 7258 0 33150 0 9973 0 318307 0 0 BRIAN WYATT ASSISTANT SECRETARY/NUVANCE HEALTH CHIEF LEGAL OFFICER (beg Jan 2023) 0 297136 0 51000 0 2117 0 18300 0 42326 0 410879 0 0 CAROLYN MCKENNA ASSISTANT SECRETARY/NUVANCE CHIEF LEGAL OFFICER (UNTIL Dec 2022) 0 575434 0 155000 0 81281 0 88260 0 2408 0 902383 0 68250 BRIAN O'LOUGHLIN CLINICAL DIRECTOR/ADMINISTATOR 180872 0 10000 0 1423 0 0 0 24878 0 217173 0 0 0 TARA L BASSETT CLINICIAN 147553 0 0 0 103 0 9223 0 34250 0 191129 0 0 0 MARGARET CANTU CLINICIAN 169216 0 0 0 280 0 10214 0 220 0 179930 0 0 0 FRANCIS E NICOLAS JR DIRECTOR OF FINANCE AND OPERATIONS HOME CARE 199192 0 32000 0 1125 0 13776 0 0 0 246093 0 0 0 GRZEGORZ SADOWSKI CLINICAL MANAGER 133221 0 0 0 706 0 8511 0 37377 0 179815 0 0 0 STEVEN ROSENBERG FORMER ASSISTANT TREASURER AND FORMER NUVANCE HEALTH CFO 0 725695 0 366729 0 165565 0 135180 0 13941 0 1407110 0 106440 Schedule J, Part I, Line 1a Tax indemnification and gross-up payments THE ORGANIZATION HAS AN EMPLOYEE RECOGNITION PROGRAM WHERE EMPLOYEES RECOGNIZE OTHERS WHO GO ABOVE AND BEYOND THEIR NORMAL JOB FUNCTION. THE PROGRAM AWARDS POINTS WHICH THE EMPLOYEE CAN USE TO REDEEM ON A CATALOG OF GOODS AND SERVICES. THE AWARD AMOUNTS ARE MINIMAL AND TYPICALLY RANGE FROM $25 TO $150. THE ORGANIZATION GROSSES UP THE DOLLAR VALUE OF THE AWARD FOR TAXES. IT IS REPORTED AS TAXABLE INCOME IN THE EMPLOYEE'S PAY WHEN THE POINTS ARE AWARDED. Schedule J, Part I, Line 4b Supplemental nonqualified retirement plan NUVANCE HEALTH, A RELATED ORGANIZATION, PREVIOUSLY ESTABLISHED AN EXECUTIVE RETIREMENT PLAN IN ORDER TO PROVIDE NONQUALIFIED DEFINED CONTRIBUTION RETIREMENT BENEFITS TO DESIGNATED KEY MEMBERS OF ITS EXECUTIVE MANAGEMENT TEAM, SELECTED BY THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS. ONLY EXECUTIVES OCCUPYING DESIGNATED TIER 1 OR TIER 2 EXECUTIVE POSITIONS ARE ELIGIBLE TO PARTICIPATE IN THE PLAN. THE PLAN IS INTENDED TO COMPLY WITH SECTION 457(F) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. IN CALENDAR YEAR 2022, THE AMOUNTS EARNED BY THE PARTICIPANTS ARE REPORTED ON SCHEDULE J, PART II, COLUMN (C) RETIREMENT AND OTHER DEFERRED COMPENSATION. FOR CALENDAR YEAR 2022, AMOUNTS EARNED BY KEY MEMBERS OF THE EXECUTIVE MANAGEMENT TEAM WERE AS FOLLOWS: JOHN MURPHY, MD $246,036 SHARON ADAMS $86,695 DANIEL DEBARBA $26,320 CAROLYN MCKENNA $69,960 STEVEN ROSENBERG $108,180 Schedule J, Part I, Line 7 Non-fixed payments NUVANCE HEALTH ANNUAL LEADERSHIP INCENTIVE PLAN (EXCERPTS FROM) THE PURPOSE OF THE NUVANCE HEALTH ANNUAL LEADERSHIP INCENTIVE PLAN ("PLAN") IS TO ENGAGE AND MOTIVATE THE ORGANIZATION'S LEADERS TO FURTHER THE CHARITABLE MISSION OF NUVANCE HEALTH, AND ITS AFFILIATES AND SUBSIDIARIES, BY PROMOTING EFFECTIVE MANAGEMENT OF OPERATIONS, DELIVERY OF HIGH-QUALITY CARE AND SERVICE, AND RESPONSIBLE USE OF RESOURCES TO MEET COMMUNITY NEEDS. THE PLAN IS INTENDED TO ASSIST NUVANCE HEALTH, AND ITS AFFILIATES AND SUBSIDIARIES TO ATTRACT AND RETAIN LEADERSHIP WITH THE TALENT AND EXPERIENCE NEEDED TO BE SUCCESSFUL BY PROVIDING MEANINGFUL INCENTIVES AND REWARDS FOR OUTSTANDING PERFORMANCE. INDIVIDUALS MUST BE AN ELIGIBLE EMPLOYEE TO BE CONSIDERED AS A PARTICIPANT IN THIS PLAN. AN ELIGIBLE EMPLOYEE IS AN INDIVIDUAL EMPLOYED BY NUVANCE HEALTH AND HOLDS A POSITION ASSIGNED TO ONE OF THE FOLLOWING TIERS, AS OF APRIL 30TH OF THE PLAN YEAR: - TIER I, PRESIDENT, CEO, SENIOR EXECUTIVE - TIER II, EXECUTIVE - TIER II(B), PHYSICIAN EXECUTIVE - TIER III, SENIOR LEADER (A) - TIER III, SENIOR LEADER (B) - TIER IV, LEADER (A) ORGANIZATIONAL GOALS ARE GENERALLY BASED ON THE FOLLOWING CATEGORIES AND ARE WEIGHTED THROUGH A SPLIT BETWEEN ORGANIZATIONAL AND INDIVIDUAL: - QUALITY AND SERVICE - PEOPLE AND CULTURE - PATIENT EXPERIENCE - FINANCIAL STRENGTH EACH PLAN YEAR, THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD ("THE COMMITTEE"), IN ITS SOLE DISCRETION AND UNLESS OTHERWISE APPROPIRATELY DELEGATED, SELECTS PARTICIPANTS FROM A LIST OF ELIGIBLE EMPLOYEES NOMINATED BY THE CEO. THE CEO, EX OFFICIO, IS AN ELIGIBLE EMPLOYEE FOR PURPOSES OF SELECTION TO PARTICIPATE IN THE PLAN. EACH PLAN YEAR, THE COMMITTEE, BASED ON INPUT FROM THE CEO, MAY ESTABLISH A THRESHOLD AWARD, A TARGET AWARD AND/OR A MAXIMUM AWARD FOR EACH PARTICIPANT. AWARD OPPORTUNITIES ARE ESTABLISHED BASED ON COMPETITIVE MARKET PRACTICES AND ON NUVANCE HEALTH'S COMPENSATION PHILOSOPHY. AWARD OPPORTUNITIES MAY BE BASED ON ADDITIONAL FACTORS, INCLUDING NUVANCE HEALTH'S FINANCIAL AND OPERATIONAL PERFORMANCE, REFLECTING MARKET PAY PRACTICES AND BENCHMARKING FOR COMPARABLE POSITIONS, AND ANY OTHER FACTORS DEEMED RELEVANT BY THE COMMITTEE. EACH PLAN YEAR, THE COMMITTEE, AND UNLESS OTHERWISE APPROPRIATELY DELEGATED FOR ANY PLAN YEAR, SHALL ESTABLISH PERFORMANCE GOALS TO EVALUATE THE PERFORMANCE OF EACH PARTICIPANT. AFTER COMPLETION OF EACH PLAN YEAR, THE COMMITTEE MAY EVALUATE WHETHER THE PERFORMANCE OF NUVANCE HEALTH AND PARTICIPANT MEETS OR EXCEEDS THE PERFORMANCE GOALS ESTABLISHED FOR THE PLAN YEAR. IF PERFORMANCE WARRANTS, THE COMMITTEE MAY APPROVE A FINAL AWARD AMOUNT FOR EACH PARTICIPANT AND APPROVE ANY ADDITIONAL CONDITION ON PAYMENT OF THE AWARD. NUVANCE HEALTH EXECUTIVE LONG TERM INCENTIVE PLAN (EXCERPTS FROM) ONLY EXECUTIVES OCCUPYING DESIGNATED TIER 1 EXECUTIVE POSITIONS SHALL BE ELIGIBLE EMPLOYEES TO PARTICIPATE IN THE PLAN. UNDER THE PLAN, PARTICIPANTS WILL BE ELIGIBLE TO RECEIVE INCENTIVE AWARD PAYMENTS BASED UPON THE ACHIEVEMENT OF SELECTED AND STRATEGICALLY IMPORTANT PERFORMANCE GOALS IDENTIFIED FOR EACH PERFORMANCE PERIOD. THE AWARD OPPORTUNITIES FOR AN ELIGIBLE EMPLOYEE WITH RESPECT TO A PERFORMANCE PERIOD SHALL BE EXPRESSED AS A PERCENTAGE OF HIS OR HER AVERAGE BASE SALARY IN EFFECT DURING THE APPLICABLE PERFORMANCE PERIOD. PRIOR TO THE BEGINNING OF EACH PERFORMANCE PERIOD, THE COMMITTEE MAY ESTABLISH A MINIMUM PERFORMANCE REQUIREMENT FOR NUVANCE HEALTH. NO FINAL AWARDS MAY BE GRANTED TO ANY PARTICIPANT FOR A PERFORMANCE PERIOD IN WHICH MINIMUM PERFORMANCE REQUIRMENTS, IN ANY, WERE NOT MET. THE FINAL AWARD PAYABLE TO EACH PARTICIPANT WILL BE DETERMINED WITHIN 60 DAYS FOLLOWING THE END OF THE PERFORMANCE PERIOD. AWARDS FOR A GIVEN PERFORMANCE PERIOD WILL BE PAID IN A SINGLE LUMP-SUM ON THE PAYMENT DATE PROVIDED HOWEVER, THAT NO PAYMENT WILL BE MADE UNTIL THE RESULTS ARE VERIFIED AND AUDITED. Schedule J, Part I, Line 3 Related Organization establishing compensation Nuvance Health used the following to establish the compensation of the organization's CEO/Executive Director: - Compensation committee - Independent compensation consultant - Compensation survey or study - Form 990 of other organizations - Approval by the board or compensation committee Form 990, Part VI, Line 14 DOCUMENT RETENTION The organization's parent, Western Connecticut Health Network (WCHN), has a written document retention and destruction policy, which is followed by the organization. The policy was approved by the audit committee of the parent organization. Form 990, Part VI, Line 12a Conflict of Interest Policy The organization's parent, Western Connecticut Health Network (WCHN), has a written conflict of interest policy, which is followed by the organization. The policy was approved by the board of the parent organization. Form 990, Part VI, Line 13 Whistleblower Policy The organization's parent, Western Connecticut Health Network (WCHN), has a written whistleblower policy, which is followed by the organization. The policy was approved by the board of the parent organization. Form 990, Part VI, Line 6 Classes of members or stockholders The organization's sole member is Western Connecticut Health Network, whose sole member is Nuvance Health. Form 990, Part VI, Line 7a Members or stockholders electing members of governing body Western Connecticut Health Network must approve the election of directors of the organization. They also control removal of a director. Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders CERTAIN DECISIONS OF THE BOARD OF DIRECTORS ARE SUBJECT TO APPROVAL BY WESTERN CONNECTICUT HEALTH NETWORK, THE SOLE MEMBER OF WESTERN CONNECTICUT HOME CARE, INC. THESE DECISIONS INCLUDE: (1) WESTERN CONNECTICUT HOME CARE'S ANNUAL OPERATING AND CAPITAL BUDGET, (2) PROPOSED ANNUAL FUNDRAISING PROGRAMS, (3) PROPOSED SIGNIFICANT PROGRAMS AND EXPENDITURES, (4) PURCHASE OR SALE OF SIGNIFICANT CAPITAL OR OPERATING ASSETS, (5) ACQUISITION OF INDEBTEDNESS FOR BORROWED MONEY, (6) ELECTION OR REMOVAL OF A MEMBER OF THE BOARD OF DIRECTORS, Officers and Managers, (7) DEVELOPMENT, IMPLEMENTATION, REVIEW, AND MONITORING OF INVESTMENT POLICY, (8) SETTING THE MAXIMUM AND MINIMUM NUMBER OF THE BOARD OF DIRECTORS, (9) AMENDMENT OF ORGANIZATIONAL DOCUMENTS, (10) ADOPTION OF OR AMENDMENT TO QUALIFIED AND NON-QUALIFIED BENEFIT PLANS, (11) APPROVAL OF ALL AUDITED FINANCIAL STATEMENTS, (12) REPLACEMENT OF A DIRECTOR DUE TO DEATH, RESIGNATION, OR OTHERWISE, AND (13) ANY OTHER MATTERS ON WHICH MEMBERS ARE ENTITLED TO VOTE UNDER THE NONSTOCK CORPORATION ACT OF THE STATE OF CONNECTICUT. Form 990, Part VI, Line 11b Review of form 990 by governing body The Form 990 is prepared by Western Connecticut Home Care, Inc.'s management, reviewed by the Accounting Firm engaged for the tax return filing and then a draft Form 990 is reviewed by the Western Connecticut Home Care, Inc.'s Board of Directors and internal management. A complete draft is then posted to an internet site for Nuvance board members, the ultimate parent of the organization, to review prior to filing. The Form 990 is then signed and filed with the IRS. Form 990, Part VI, Line 12c Conflict of interest policy The Organization's Process for Monitoring and Enforcing Conflicts of Interest: Nuvance Health & Western Connecticut Health Network and its affiliates' (The Network) Conflict of Interest Policy provides that annually, its Representatives shall sign a statement affirming that they disclosed all potential conflicts, as documented in the Conflict of Interest Policy. In addition, General Counsel is part of the routine contracts review process and watches for potential conflicts with any of The Network's Representatives. Who Is Covered By the Policy: The Network's Conflict of Interest Policy covers each director, officer and manager of The Network, also referred to as "Representatives". Level At Which Determinations of Whether There Is a Conflict: In connection with any actual or possible conflict of interest, an interested person must disclose the facts of the conflict. The Compliance Officer and the Audit Committee review and evaluate each disclosure to determine if there is a conflict of interest. After presentation of a potential transaction or arrangement is made by an interested person, the remaining disinterested Board or Committee members shall decide if a conflict of interest exist. Level That Reviews and Determines What To Do If There Is a Conflict: After exercising due diligence, the full Board would determine what actions should be taken for all conflicts by Officers and Directors. Any conflicts occurring by a manager are reviewed by the Compliance Committee to determine what further action should be taken. Restrictions on the Conflicted Person: No director having a conflict of interest on any matter shall vote on that matter or be counted in determining the quorum for the meeting at which the vote is taken, even when permitted by law. No Representative having a conflict of interest on any matter shall use his or her personal influence on the matter. If the Board of Directors, in its sole discretion, determines that any Representative has conflicts of interest sufficient in number and/or importance that the effectiveness of such individual on behalf of The Network may be significantly impaired, the Board may ask the individual to resign. Form 990, Part VI, Line 15a Process to establish compensation of top management official Nuvance Health's Executive Total Rewards Philosophy is Designed to Align with the Company's Strategic Direction, and to reinforce its core mission, vision, and values. In order to achieve its overall performance objectives, Nuvance Health provides total rewards programs that recognize executives for performing work well to ensure the achievement of company goals. These programs serve to promote the attraction, engagement, and retention of talented executives throughout their careers with Nuvance Health. The total rewards programs are designed to be market competitive, compliant with regulatory guidelines reflective of best practices, and differentiated to create strong competitive advantage. Total rewards programs are reviewed on an ongoing basis to ensure continued market competitiveness, relevant value to executives, and fiscal responsibility. Total rewards for Nuvance Health executives consists of key components of compensation and benefits. Overall executive rewards program will emphasize performance-based elements, whereby targeted levels of compensation will only be achieved if the organization and individual achieve stretch goals and objectives. Based on the labor markets for talent for executive roles, Nuvance Health will utilize a weighted blend of both national comparably-sized health care provider market data with a +25% geographical differential applied (differential to be validated on a periodic basis) at two-thirds weight and national comparably-sized general industry data, for identified roles where skill sets overlap at one-third weight. Geographic differential reflects the observed and reported compensation differential between Nuvance Health's operating region and the broader national health care provider market. Nuvance Health's total rewards philosophy and practices are targeted at the 50th percentile of the relevant market for base salary, and 62.5th percentile for total cash and total direct (where available) compensation elements if target performance is achieved under variable compensation programs. Nuvance Health's committee has discretion to position individual levels above or below this targeted competitive positioning, based on such factors as positioning to market, high demand skillsets and difficult to fill or critical to the organization's strategy and success. Our governance promotes consistency and equity; provides clarity and guidance to decision-makers; ensures standard processes and procedures for assessing, calibrating, administering, and delivering effective total rewards throughout the Nuvance Health System. Oversight and governance of the executive compensation philosophy and programs for eligible executives/disqualified individuals (currently CEO, President and Tiers 1 and 2) will be at the compensation committee of the board level, and will follow a structured and rigorous process to ensure compliance with intermediate sanctions under IRS guidelines. An annual letter of reasonableness is presented to the executive compensation committee of the board of directors by Willis Towers Watson as consultant to the board. In this annual assessment of the reasonableness of the total remuneration packages provided to select executives, an opinion is rendered with respect to the reasonableness of potential target and maximum total remuneration provided to the included executives for each fiscal year, a bi-annual letter of reasonableness for physician compensation is also presented to the executive compensation committee by Korn Ferry Hay as a consultant to the board. This assessment of the reasonableness of the total remuneration packages provided to physicians is rendered with respect to the reasonableness of potential target and maximum total remuneration provided to each physician. Form 990, Part VI, Line 19 Required documents available to the public THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. INFORMATION IS MAINTAINED BY THE AGENCY'S MANAGEMENT. FORM 990, PART VI, LINE 15b COMPENSATION REVIEW AND APPROVAL PROCESS COMPENSATION REVIEW AND APPROVAL PROCESS IS IDENTICAL TO THE PROCESS FOR THE EXECUTIVE DIRECTOR NOTED IN 15A ABOVE. ALAMO AMBULANCE SERVICES INC 100 Reserve Road Danbury CT 06810 141745417 Transportation NY 501(c)(3) Type III-FI HEALTH QUEST SYSTEMS INC false DANBURY AND NEW MILFORD HOSPITAL FOUNDATION 100 Reserve Road DANBURY CT 06810 237425557 Fundraising CT 501(c)(3) 7 Western Connecticut Health Network INC false THE DANBURY HOSPITAL 100 Reserve Road DANBURY CT 06810 060646597 Acute Care CT 501(c)(3) 3 Western Connecticut Health Network INC false EASTERN NY MEDICAL SERVICES PC 100 Reserve Road Danbury CT 06810 455431389 PHYSICIANS SERVICES NY 501(c)(3) 10 Western Connecticut Health Network INC false HEALTH QUEST HOME CARE INC - CERTIFIED 2649 SOUTH ROAD SUITE 220 POUGHKEEPSIE NY 12601 141788412 Home Health Care Services NY 501(c)(3) 10 HEALTH QUEST SYSTEMS INC false HEALTH QUEST HOME CARE INC - LICENSED 2649 SOUTH ROAD SUITE 220 POUGHKEEPSIE NY 12601 141788410 HOME HEALTH CARE SERVICES NY 501(c)(3) 10 HEALTH QUEST SYSTEMS INC false NUVANCE HEALTH MEDICAL PRACTICE PC 100 Reserve Road Danbury CT 06810 562669185 Physician Services NY 501(c)(3) 10 HEALTH QUEST SYSTEMS INC false HEALTH QUEST SYSTEMS INC 100 Reserve Road Danbury CT 06810 141678068 Support/Management NY 501(c)(3) 10 Nuvance Health false HEALTH QUEST URGENT MED PRACTICE 100 Reserve Road Danbury CT 06810 800152047 Physician Services NY 501(c)(3) 10 HEALTH QUEST SYSTEMS INC false HUDSON VALLEY CARDIOVASCULAR PRAC 100 Reserve Road Danbury CT 06810 463756713 Physician Services NY 501(c)(3) 10 HEALTH QUEST SYSTEMS INC false NDH FOUNDATION 100 Reserve Road Danbury CT 06810 141776208 FUNDRAISING NY 501(c)(3) 7 HEALTH QUEST SYSTEMS INC false NORTHERN DUTCHESS HOSPITAL 100 Reserve Road Danbury CT 06810 141338467 HOSPITAL NY 501(c)(3) 3 HEALTH QUEST SYSTEMS INC false NORTHERN DUTCHESS RESIDENTIAL HEALTH FACILITY INC 100 Reserve Road Danbury CT 06810 223129608 NURSING HOME NY 501(c)(3) 10 HEALTH QUEST SYSTEMS INC false NORWALK HOSPITAL FOUNDATION 100 Reserve Road Danbury CT 06810 222577707 FUNDRAISING CT 501(c)(3) 7 Western Connecticut Health Network INC false NUVANCE HEALTH 100 Reserve Road DANBURY CT 06810 834214573 Support/Management NY 501(c)(3) Type III-FI NA false NUVANCE HEALTH MEDICAL PRACTICE CT INC 100 Reserve Road Danbury CT 06810 061137531 PHYSICIAN SERVICES CT 501(c)(3) 10 Western Connecticut Health Network INC false PUTNAM HOSPITAL 100 Reserve Road Danbury CT 06810 146019179 HOSPITAL NY 501(c)(3) 3 HEALTH QUEST SYSTEMS INC false PUTNAM HOSPITAL FOUNDATION 100 Reserve Road Danbury CT 06810 061399319 FUNDRAISING NY 501(c)(3) Type I HEALTH QUEST SYSTEMS INC false THE NORWALK HOSPITAL ASSOCIATION 100 Reserve Road Danbury CT 06810 066068853 HOSPITAL CT 501(c)(3) 3 Western Connecticut Health Network INC false VASSAR BROTHERS HOSPITAL FOUNDATION 100 Reserve Road Danbury CT 06810 141736429 FUNDRAISING NY 501(c)(3) 7 HEALTH QUEST SYSTEMS INC false VASSAR BROTHERS MEDICAL CENTER 100 Reserve Road Danbury CT 06810 141338586 HOSPITAL NY 501(c)(3) 3 HEALTH QUEST SYSTEMS INC false VASSAR HEALTH CONNECTICUT INC 100 Reserve Road Danbury CT 06810 818056290 HOSPITAL CT 501(c)(3) 3 HEALTH QUEST SYSTEMS INC false WESTERN CONNECTICUT NETWORK AFFILIATES INC 100 Reserve Road DANBURY CT 06810 222594968 OUTPATIENT HEALTH CARE SERVICES CT 501(c)(3) 10 Western Connecticut Health Network INC false WESTERN CONN HEALTH NETWORK INC 100 Reserve Road DANBURY CT 06810 222594977 Support/Management CT 501(c)(3) Type II Nuvance Health false Wells Manor Housing Development Fund Corp 100 Reserve Road Danbury CT 06810 112611902 Low Income NY 501(c)(3) PF HEALTH QUEST SYSTEMS INC false Western Connecticut Health Network Investments LLC 100 Reserve Road Danburt CT 06810 475523212 Investments CT 501(c)(3) Type I Western Connecticut Health Network Inc false NEW MILFORD MRI LLC 100 Reserve Road Danbury CT 06810 271877801 INACTIVE CT NA N/A 0 0 false false NORWALK SURGERY CENTER LLC 40 CROSS STREET SUITE 120 NORWALK CT 06851 272394942 SURGERY CENTER CT NA N/A 0 0 false false SWC CORPORATION 100 Reserve Road Danbury CT 06810 222577718 PHARMACY CT NA C Corporation 0 0 false NUVANCE INSURANCE COMPANY LTD 23 Lime Tree Bay Road PO Box 105 Grand Cayman Grand Cayman Isla CJ KY11102 980438151 MALPRACTICE CJ NA C Corporation 0 0 false TACONIC IPA INC 100 Reserve Road DANBURY CT 06810 223007320 MEDICAL CARE NY NA C Corporation 0 0 false VASSAR HEALTH QUEST MEDICAL PRACTICE OF CT INC 100 Reserve Road DANBURY CT 06810 821466583 MEDICAL CARE CT NA C Corporation 0 0 false false false false false false false false false false false false false true false true true true true true