2024-05-03T09:12:50-05:00 2023-06-30 990 2022-07-01 271291124 ESSENTIA INSTITUTE OF RURAL HEALTH ESSE 2187863940 502 E 2ND ST DULUTH MN 55805 KATHERINE DEAN EXECUTIVE DIRECTOR 2187863940 2024-05-03 KATHERINE DEAN 999009999 1 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z KATHERINE DEAN 502 E 2ND ST DULUTH MN 55805 12171480 0 X WWW.ESSENTIAHEALTH.ORG X 2009 MN ESSENTIA INSTITUTE OF RURAL HEALTH SUPPORTS ESSENTIA HEALTH BY FOSTERING A COLLABORATIVE ENVIRONMENT TO EDUCATE OUR FUTURE HEALTHCARE WORKFORCE, PROMOTING ONGOING MEDICAL EDUCATION OF OUR CLINICIANS, AND ENGAGING IN RESEARCH TO ADVANCE THE SCIENCE OF MEDICINE. THROUGH RESEARCH AND EDUCATION, THE ESSENTIA INSTITUTE OF RURAL HEALTH IMPROVES THE HEALTH AND VITALITY OF OUR COMMUNITIES. 3 2 111 0 0 0 4526254 4630555 2847283 3015360 284048 90477 2854695 3827842 10512280 11564234 0 0 0 0 9064565 9450507 0 0 0 1960141 2304381 11024706 11754888 -512426 -190654 5587502 5590312 1058450 1061250 4529052 4529062 X WE ARE CALLED TO MAKE A HEALTHY DIFFERENCE IN PEOPLE'S LIVES. 0 0 7692429 4469996 ESSENTIA INSTITUTE OF RURAL HEALTH (EIRH) IS CREATED AND OPERATED EXCLUSIVELY FOR CHARITABLE, EDUCATIONAL, SCIENTIFIC, AND RELIGIOUS PURPOSES. MORE SPECIFICALLY, EIRH IS CREATED AND ORGANIZED TO ASSIST AND COORDINATE ACTIVITIES OF FACILITIES FOR HEALTH CARE, HEALTH CARE EDUCATION, AND RESEARCH.EIRH SUPPORTS CLINICAL AND HEALTH SERVICES RESEARCH ACROSS POPULATIONS SERVED BY ESSENTIA HEALTH IN WISCONSIN, MINNESOTA, AND NORTH DAKOTA.THE EIRH RESEARCH DIVISION, IN COLLABORATION WITH ESSENTIA HEALTH CLINICIANS AND COMMUNITY PARTNERS, ADVANCES MEDICINE THROUGH SCIENTIFIC RESEARCH TO IMPROVE PATIENT OUTCOMES AND BUILD HEALTH AND VITALITY WITH OUR COMMUNITIES. THE TEAM PUBLISHED 56 PEER-REVIEWED RESEARCH PUBLICATIONS IN FISCAL YEAR ENDED JUNE 30, 2023 TO IMPROVE PATIENT CARE AND CARE DELIVERY. NEARLY 200 CLINICAL TRIALS WERE OFFERED TO OUR PATIENTS, AND THE EIRH CLINICAL TRIALS TEAM CARED FOR OVER 1800 PATIENTS.DURING THE FISCAL YEAR ENDED JUNE 30, 2023, EIRH RESEARCHERS SUBMITTED 16 NEW GRANT APPLICATIONS TO FEDERAL/STATE AGENCIES, NON-PROFIT ORGANIZATIONS/FOUNDATIONS AND MANAGED OVER 50 RESEARCH GRANTS DURING THE FISCAL YEAR. EIRH RECEIVED 11 NEW GRANTS TOTALING OVER $930,000 IN NEW, MULTI-YEAR, EXTERNAL RESEARCH GRANT FUNDING. 2555937 2159401 EIRH'S EDUCATION DIVISION HELPS PREPARE OUR FUTURE HEALTHCARE WORKFORCE BY STRATEGICALLY ORGANIZING, DEVELOPING AND PROVIDING CLINICAL EXPERIENCE OPPORTUNITIES FOR RESIDENTS AND MEDICAL/HEALTH SCIENCE STUDENTS ENROLLED IN ACCREDITED PROGRAMS. EIRH PROVIDED OVER 480,000 HOURS OF TRAINING TO NEARLY 2,800 STUDENTS IN FY23. EIRH MANAGES THE OPERATIONS OF THE DULUTH FAMILY MEDICINE RESIDENCY PROGRAM AND EMPLOYS ITS 24 FAMILY MEDICINE RESIDENTS. EIRH ALSO HOSTS THE UNIVERSITY OF MINNESOTA'S GENERAL SURGERY RESIDENCY RURAL TRAINING TRACK. THESE RESIDENCY PROGRAMS ARE KEY TO PREPARING PHYSICIANS FOR RURAL PRACTICE, AS WELL AS A CRUCIAL RECRUITMENT POOL FOR ESSENTIA HEALTH. 379483 213805 THE EIRH EDUCATION DEPARTMENT PROVIDES ACCREDITED CONTINUING MEDICAL EDUCATION (CME) PROGRAMMING FOR OUR PHYSICIANS AND OTHER CARE TEAM PROFESSIONALS THAT IS STRATEGICALLY ALIGNED WITH ESSENTIA HEALTH INITIATIVES AND GOALS. OVER 600 ACTIVITIES WERE OFFERED AND OVER 19,000 CME CREDITS AWARDED IN FY23. EIRH OPERATES A MEDICAL LIBRARY WHICH PROVIDES SERVICES AND RESOURCES TO A WIDE RANGE OF CLINICAL STAFF. 10627849 1 1 0 1 0 0 0 0 0 0 1 1 0 0 0 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 0 111 1 0 0 0 0 0 0 0 0 0 0 0 0 X 3 2 0 0 0 0 1 1 1 1 0 0 0 1 1 1 1 1 1 1 0 0 MN X KATHERINE DEAN 2187863940 502 E 2ND ST DULUTH MN 55805 DANIEL NIKCEVICH MD BOARD CHAIR 2.00 58.00 X X 0 908427 58140 KATHERINE DEAN EXECUTIVE DIRECTOR 60.00 0.00 X 272392 0 42170 STEPHEN WARING PRINCIPLE SCIENTIST 60.00 0.00 X 187156 0 33475 JAMIE HAMMER RESIDENT PHYSICIAN 60.00 0.00 X 154636 0 41144 PATRICIA CONWAY RESEARCH SCIENTIST III 60.00 0.00 X 169629 0 21523 COURTNEY DONAHOE RESIDENT PHYSICIAN 60.00 0.00 X 143962 0 25806 STACI LOKEN RESIDENT PHYSICIAN 60.00 0.00 X 150002 0 15785 LAURIE LEWANDOWSKI BOARD DIRECTOR 1.00 4.00 X 0 25375 0 WALTER LEINO MD BOARD CHAIR THRU 12/22 2.00 3.00 X X 0 20000 0 ANTHONY SERTICH BOARD SECRETARY/TREASURER 2.00 4.00 X X 0 7800 0 JOSEPH LEONI BOARD DIRECTOR THRU 12/22 1.00 4.00 X 0 6800 0 1077777 968402 238043 14 0 1 0 0 60854 1333357 3236344 4630555 RESIDENCY PROGRAM 900099 2159401 2159401 RESEARCH REVENUE 541700 829334 829334 EDUCATION REVENUE 541900 26625 26625 3015360 69652 69652 628071 607246 20825 20825 20825 RELATED ORGANIZATIONS FUNDING 900099 3827842 3827842 3827842 11564234 6843202 0 90477 315001 315001 7167783 6906604 261179 286400 267099 19301 1160857 1103962 56895 520466 488651 31815 465 465 9032 9032 135117 109345 25772 28229 32675 -4446 84138 70186 13952 171355 165111 6244 114521 110348 4173 72234 69814 2420 53051 51259 1792 63753 61430 2323 AFFILIATE SUPPORT FEE 682224 331083 351141 RESEARCH PARTICIPANT EX 631245 631245 PUBLICATIONS/SUBSCRIPTI 211168 207494 3674 DUES 42746 16471 26275 5103 5072 31 11754888 10627849 1127039 0 951506 1132838 1070266 1044640 195326 181740 182514 133985 964615 954312 74056 10303 3113834 3086806 5587502 5590312 743995 909784 314455 151466 1058450 1061250 X 4529052 4529062 4529052 4529062 5587502 5590312 -190654 190664 0 X X 0 1 X 1 1 1 X INNOVIS HEALTH LLC FARGO ND SMDC MEDICAL CENTER DULUTH MN ST JOSEPH'S MEDICAL CENTER BRAINERD MN ST MARY'S MEDICAL CENTER DULUTH MN ESSENTIA HEALTH VIRGINIA LLC VIRGINIA MN PINE MEDICAL CENTER SANDSTONE MN ST MARY'S HOSPITAL OF SUPERIOR SUPERIOR WI FIRST CARE MEDICAL SERVICES FOSSTON MN DEER RIVER HEALTHCARE CENTER INC DEER RIVER MN ST MARY'S REGIONAL HEALTH CENTER DETROIT LAKES MN RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 0 1 465 465 0 PART II-B, LINE 1: LOBBYING ACTIVITY EXPLANATION: ESSENTIA INSTITUTE OF RURAL HEALTH 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. 964615 954312 10303 10303 POOLED INVESTMENT FUNDS 3086806 F 3086806 X X X 0 1 0 0 0 0 0 0 0 DANIEL NIKCEVICH MD BOARD CHAIR 0 768532 0 0 0 139895 0 20705 0 37435 0 966567 0 134962 KATHERINE DEAN EXECUTIVE DIRECTOR 225477 0 32966 0 13949 0 13554 0 28616 0 314562 0 0 0 STEPHEN WARING PRINCIPLE SCIENTIST 175764 0 0 0 11392 0 8494 0 24981 0 220631 0 0 0 JAMIE HAMMER RESIDENT PHYSICIAN 54386 0 100000 0 250 0 8137 0 33007 0 195780 0 0 0 PATRICIA CONWAY RESEARCH SCIENTIST III 168955 0 0 0 674 0 8542 0 12981 0 191152 0 0 0 COURTNEY DONAHOE RESIDENT PHYSICIAN 63953 0 80000 0 9 0 7497 0 18309 0 169768 0 0 0 STACI LOKEN RESIDENT PHYSICIAN 69912 0 80000 0 90 0 3300 0 12485 0 165787 0 0 0 PART I, LINE 3 ESTABLISHING CEO'S COMPENSATION: ESSENTIA HEALTH, AS A RELATED ORGANIZATION, USED THE FOLLOWING METHODS TO ESTABLISH ESSENTIA INSTITUTE OF RURAL HEALTH'S EXECUTIVE DIRECTOR'S COMPENSATION: A COMPENSATION COMMITTEE, 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: DANIEL NIKCEVICH, MD $134,962 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 WITH RIGHT TO ELECT GOVERNING BODY: THE DULUTH CLINIC, LTD. IS THE SOLE MEMBER OF ESSENTIA INSTITUTE OF RURAL HEALTH. 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 INSTITUTE OF RURAL HEALTH 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 INSTITUTE OF RURAL HEALTH'S GOVERNING BODY. FORM 990, PART VI, SECTION A, LINE 7B MEMBER WITH RIGHT TO APPROVE GOVERNING BODY DECISION: ESSENTIA INSTITUTE OF RURAL HEALTH IS A SUBSIDIARY OF ESSENTIA HEALTH, WHOSE BOARD OF DIRECTORS HAS RESERVED POWERS WITH RESPECT TO THIS CORPORATION AND ITS SUBSIDIARIES, AND ALL OF THE OTHER DIRECT AND INDIRECT SUBSIDIARIES OF ESSENTIA HEALTH (COLLECTIVELY, THE "SYSTEM"). ESSENTIA HEALTH'S RESERVED POWERS ARE AS FOLLOWS: STRATEGIC AND BUSINESS PLANS. AUTHORITY TO CREATE, AND TO APPROVE, THE SYSTEM'S STRATEGIC AND BUSINESS PLANS. MISSION. AUTHORITY TO CREATE, AND TO APPROVE, THE MISSION, PURPOSE AND VISION STATEMENTS FOR ALL ENTITIES IN THE SYSTEM BY THE AFFIRMATIVE VOTE OF AT LEAST 67% OF THE ESSENTIA HEALTH BOARD OF DIRECTORS. DEBT. APPROVAL OF THE INCURRENCE OF DEBT BY, AND THE CREATION OF ALL MORTGAGES, LIENS, SECURITY INTERESTS, OR OTHER ENCUMBRANCES ON THE ASSETS OF, ALL ENTITIES IN THE SYSTEM IN EXCESS OF THE SINGLE OR ANNUAL AGGREGATE DOLLAR LIMITS PRESCRIBED IN WRITING BY THE ESSENTIA HEALTH BOARD OF DIRECTORS, AND THE AUTHORITY TO CAUSE ALL ENTITIES IN THE SYSTEM TO PARTICIPATE IN SYSTEM BORROWING. GOVERNING INSTRUMENTS. AUTHORITY TO CAUSE, AND TO APPROVE, AMENDMENTS OF THE ARTICLES OF INCORPORATION AND BYLAWS AND/OR CERTIFICATES OF FORMATION AND OPERATING AGREEMENTS OF ALL ENTITIES IN THE SYSTEM. MERGERS AND ACQUISITIONS. AUTHORITY TO CAUSE, AND TO APPROVE, ALL MERGERS, CONSOLIDATIONS, AND DISSOLUTIONS OF ALL ENTITIES IN THE SYSTEM. AFFILIATIONS AND JOINT VENTURES. AUTHORITY TO CAUSE, AND TO APPROVE, ALL AFFILIATIONS, JOINT VENTURES AND OTHER ALLIANCES WITH THIRD PARTIES OF ALL ENTITIES IN THE SYSTEM. TRANSFER OF ASSETS WITHIN THE SYSTEM. AUTHORITY TO TRANSFER ASSETS, INCLUDING CASH, BETWEEN AND AMONG ENTITIES WITHIN THE SYSTEM; PROVIDED, HOWEVER, THAT ESSENTIA HEALTH SHALL NOT HAVE AUTHORITY TO REQUIRE ANY ENTITY IN THE SYSTEM TO TRANSFER ASSETS (A) THAT WOULD CAUSE SUCH ENTITY TO BE IN DEFAULT OF ITS COVENANTS OR OBLIGATIONS UNDER ANY BOND OR OTHER FINANCING DOCUMENTS; (B) 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 (C) 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 CATHOLIC ENTITIES WOULD BE USED IN THE PROVIDING OF SERVICES CONTRARY TO THE ERDS AT SECULAR FACILITIES WITHIN THE SYSTEM. TRANSFER OF ASSETS OUTSIDE THE SYSTEM. AUTHORITY TO CAUSE, AND TO APPROVE, THE SALE, LEASE OR OTHER TRANSFER OF ASSETS OF ALL ENTITIES IN THE SYSTEM TO PARTIES OUTSIDE OF THE SYSTEM WHEN THE ASSET'S VALUE EXCEEDS THE SINGLE OR ANNUAL AGGREGATE DOLLAR LIMITS PRESCRIBED IN WRITING BY THE ESSENTIA HEALTH BOARD OF DIRECTORS. SERVICES. AUTHORITY TO CAUSE, AND TO APPROVE, THE DISCONTINUANCE OF SERVICES AND SERVICE LOCATIONS WITHIN ALL ENTITIES IN THE SYSTEM. BUDGETS. APPROVAL OF CAPITAL AND OPERATING BUDGETS OF ALL ENTITIES IN THE SYSTEM. PROFESSIONAL SERVICES. SELECTION OF THE GENERAL LEGAL COUNSEL AND EXTERNAL AUDITORS OF ALL ENTITIES IN THE SYSTEM. ACQUISITIONS. AUTHORITY TO CAUSE, AND TO APPROVE, ALL ACQUISITIONS BY AND FORMATIONS OF ENTITIES IN THE SYSTEM. MARKETING. AUTHORITY TO IMPLEMENT SYSTEM-WIDE MARKETING AND PROMOTIONAL ACTIVITIES. COMPLIANCE PLANS. AUTHORITY TO CREATE, AND TO APPROVE, CORPORATE COMPLIANCE, SAFETY AND RISK MANAGEMENT PLANS FOR ENTITIES WITHIN THE SYSTEM. QUALITY PLAN. AUTHORITY TO CREATE, AND TO APPROVE, THE SYSTEM'S QUALITY PLAN. 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 ESSENTIA HEALTH FOR ENTITIES WITHIN THE SYSTEM. HUMAN RESOURCES. AUTHORITY TO CREATE HUMAN RESOURCE POLICIES AND PROCEDURES WITHIN THE SYSTEM. RESERVED POWERS. AUTHORITY TO CREATE ADDITIONAL ESSENTIA HEALTH RESERVED POWERS BY THE AFFIRMATIVE VOTE OF AT LEAST 80% OF THE ESSENTIA HEALTH BOARD OF DIRECTORS (EXCLUDING THE ESSENTIA HEALTH CEO); PROVIDED, HOWEVER, THAT ANY ADDITIONAL ESSENTIA HEALTH RESERVED POWERS SHALL NOT CONTRAVENE OR HINDER THE RESERVED POWERS OF BENEDICTINE SISTERS BENEVOLENT ASSOCIATION. 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, SECTION B, LINE 15A 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 INSTITUTE OF RURAL HEALTH'S EXECUTIVE DIRECTOR 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). 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 ROAD 61 MOOSE LAKE MN 55767 845099016 HOSPITAL/CLINIC MN 501(C)(3) LINE 3 ST MARY'S DULUTH CLINIC HEALTH SYSTEM 1 ESSENTIA HEALTH SURGERY CENTERS 502 E 2ND ST DULUTH MN 55805 881577422 SURGERY CENTER MN 501(C)(3) LINE 3 ESSENTIA HEALTH 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 WEST 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 1 0 0 0 0 0 0 0 0 0 1 0 0 1 1 1 1 ESSENTIA HEALTH M 682224 ACTUAL COSTS ESSENTIA HEALTH P 1067434 ACTUAL COSTS ESSENTIA HEALTH R 450000 ACTUAL COSTS ESSENTIA HEALTH FOUNDATION C 60854 ACTUAL COSTS INNOVIS HEALTH S 823450 ACTUAL COSTS ST JOSEPH'S MEDICAL CENTER S 337371 ACTUAL COSTS ST MARY'S MEDICAL CENTER A 104800 ACTUAL COSTS THE DULUTH CLINIC LTD S 2667021 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