2024-11-14T14:50:46-06:00 2023-12-31 ERNST & YOUNG US LLP 155 N WACKER DRIVE CHICAGO IL 60606 990 2023-01-01 461183948 SUTTER HEALTH PLAN % KENNETH YOUNG SUTT 9162866665 C/O SH TAX 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 REBECCA ALVARADO CFO 9166431245 2024-10-29 true true EMILY UPSTROM P01765498 4142748740 2024-10-27 2023 2024-10-15 13:58:12Z SUTTER HEALTH PLUS PETER BERGAMO 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 710948478 false X WWW.SUTTERHEALTH.ORG X 2012 CA THE SPECIFIC AND PRIMARY PURPOSE OF THIS CORPORATION IS TO SUPPORT OR BENEFIT SUTTER HEALTH AND ITS CHARITABLE SUBSIDIARIES. 8 6 71 6 0 0 0 0 652254797 710311195 181645 530737 4238 8698 652440680 710850630 4000 12000 0 0 15843975 14464530 0 0 0 625390145 685707808 641238120 700184338 11202560 10666292 170197585 191334683 104252172 113682807 65945413 77651876 X SEE SCHEDULE O false false 669658055 12000 710311195 SEE SCHEDULE O 669658055 false false false false false false false false false true false false false 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 true true false true 210 0 true 71 true false false false false false false false false X 8 6 false false false false true true true true true false false false true true true true true true true false CA X KENNETH YOUNG 9162866665 2300 RIVER PLAZA DR SACRAMENTO CA 95833 X Brian Dean SH SVP, CFO 1.0 40.0 X 0 3284551 278381 Phil Jackson CEO, HEALTH PLAN PRODUCTS HPP 2.0 40.0 X X 0 1256835 156422 Dominic Nakis SH INTERIM CFO 1.0 40.0 X 0 1353843 0 Robert J Carnaroli SH VP, SALES & REL MGMT, HPP 0.0 40.0 X 0 527378 67520 Rebecca Alvarado CFO, SHP 1.0 40.0 X 0 478037 59619 Peter Bergamo SH VP, OPERATIONS, SHP 31.0 9.0 X 334380 81208 41931 Gretchen Lachance Deputy Gen Couns, SH & SEC SHP 1.0 40.0 X 0 351933 89235 Michael Poole Senior Director, HPP 40.0 0.0 X 293175 0 83375 Jill A Glenn Director, Case Management 40.0 0.0 X 272846 0 75030 Susan N Stephenson Director, Quality & Pat Safety 40.0 0.0 X 265833 0 71773 Anthony Pellerin Director, HP Data & Analytics 40.0 0.0 X 250139 0 78415 Teri Davis Account Manager III 40.0 0.0 X 271078 0 23355 Jill Kelley Account Manager III 40.0 0.0 X 255171 0 24184 Frances Cairns Director 1.0 0.0 X 0 0 0 Dave Comerchero Director 1.0 0.0 X 0 0 0 Cathy Eddy Dir, Chair Finance & Planning 2.0 0.0 X X 0 0 0 Jim Gray Director 1.0 0.0 X 0 0 0 Christine Griger MD Director 1.0 0.0 X 0 0 0 Charles Sted Director, Chair 2.0 2.0 X X 0 0 0 1942622 7333785 1049240 41 false true false COMMERCE PRINTING SERVICE 322 NO 12TH ST SACRAMENTO CA 95811 Printing Services 1654185 PENINSULA HOLDCO LLC 1420 FIFTH AVE STE 2200 SEATTLE WA 981011346 MANAGEMENT CNSLT 1538498 HEALTHEDGE SOFTWARE INC 30 CORPORATE DR STE 150 BURLINGTON MA 018034257 SOFTWARE CONSULTING 1262880 USI INSURANCE SERVICES LLC 100 SUMMIT LAKE DR STE 400 VALHALLA NY 105951362 INS BROKERAGE SVCS 1007934 MILLIMAN INC 1301 5TH AVE STE 3800 SEATTLE WA 981012635 ACTUARIAL CNSTL SVCS 963579 41 0 PREMIUM REVENUE 524114 710311195 710311195 710311195 628585 628585 0 0 0 0 0 97848 -97848 -97848 -97848 0 0 0 0 0 0 0 0 0 0 REBATES & REFUNDS 900099 8698 8698 8698 710850630 710311195 0 539435 12000 12000 0 0 0 741620 0 741620 0 0 0 8239880 0 8239880 74698 0 74698 4649361 0 4649361 758971 0 758971 4446870 0 4446870 1417130 705000 712130 393063 35544 357519 0 0 0 0 5553 0 5553 116762 0 116762 0 559287 0 559287 54329 0 54329 479156 274868 204288 0 0 0 173713 0 173713 62965 0 62965 0 0 0 27940 0 27940 24984 24984 0 0 0 0 5384 0 5384 8776845 8588842 188003 CLAIMS 625851139 625851139 0 INSURANCE BROKER COMMISSIONS 28934043 28934043 0 PURCHASED SERVICES 11515874 4816339 6699535 BAD DEBTS 1690989 0 1690989 1171782 415296 756486 700184338 669658055 30526283 0 75327888 89714827 29640431 31503038 0 0 64307974 69320957 0 0 0 0 0 0 0 0 915908 795861 376232 376232 5384 0 0 0 0 0 0 0 0 0 0 0 170197585 191334683 43205191 45049295 0 0 58871718 66746250 0 0 0 0 0 0 0 0 0 0 2175263 1887262 104252172 113682807 X 65945413 77651876 0 0 65945413 77651876 170197585 191334683 X 10666292 1080411 -40240 X false true X true false 0 0 0 376232 376232 0 0 0 INTERCOMPANY PAYABLES 1855252 INSURANCE/SELF-INSURANCE 32010 1887262 X SCHEDULE D, PART X, LINE 2 ASC 740 FOOTNOTE FROM AUDIT: This organization was part of a consolidated financial system audit. The ASC 740 audit footnote disclosure for the Sutter system is as follows: Sutter Health and many affiliates have been determined to be exempt organizations by the Internal Revenue Service and the California Franchise Tax Board and generally are not subject to taxes on income. Certain activities of Sutter are subject to income taxes; however, such activities are not significant to the consolidated financial statements. With respect to its taxable activities, Sutter records income taxes using the liability method, under which deferred tax assets and liabilities are determined based on the differences between the financial accounting and tax basis of assets and liabilities. Deferred tax assets or liabilities at the end of each period are determined using the currently enacted tax rate expected to apply to taxable income in the periods that the deferred tax asset or liability is expected to be realized or settled. Sutter recognizes the tax benefit from uncertain tax positions, only if it is more likely than not that the tax positions will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The statute of limitations for tax years 2020 through 2022 remains open in U.S. tax jurisdictions in which Sutter and its affiliates are subject to taxation. Sutter recognizes interest and penalties related to income tax matters in Operating expenses. There were no such uncertain tax positions recognized for the years ended December 31, 2023 and 2022. true true false false false false false true false Brian Dean SH SVP, CFO 0 961485 0 1487711 0 835355 0 239464 0 38917 0 3562932 0 305102 Phil Jackson CEO, HEALTH PLAN PRODUCTS HPP 0 745191 0 403926 0 107718 0 120864 0 35558 0 1413257 0 80329 Dominic Nakis SH INTERIM CFO 0 1353843 0 0 0 0 0 0 0 0 0 1353843 0 0 Robert J Carnaroli SH VP, SALES & REL MGMT, HPP 0 310858 0 173195 0 43325 0 35664 0 31856 0 594898 0 35999 Rebecca Alvarado CFO, SHP 0 332091 0 80720 0 65226 0 27664 0 31955 0 537656 0 60283 Peter Bergamo SH VP, OPERATIONS, SHP 290089 79928 43876 0 415 1280 3397 3864 27293 7377 365070 92449 0 0 Gretchen Lachance Deputy Gen Couns, SH & SEC SHP 0 307995 0 42962 0 976 0 65660 0 23575 0 441168 0 0 Michael Poole Senior Director, HPP 250402 0 41972 0 801 0 51957 0 31418 0 376550 0 0 0 Jill A Glenn Director, Case Management 235993 0 34751 0 2102 0 50396 0 24634 0 347876 0 0 0 Susan N Stephenson Director, Quality & Pat Safety 226667 0 33447 0 5719 0 48496 0 23277 0 337606 0 0 0 Anthony Pellerin Director, HP Data & Analytics 217580 0 32098 0 461 0 45315 0 33100 0 328554 0 0 0 Teri Davis Account Manager III 138612 0 132466 0 0 0 1623 0 21732 0 294433 0 0 0 Jill Kelley Account Manager III 134523 0 120648 0 0 0 1575 0 22609 0 279355 0 0 0 SCHEDULE J, PART I, LINE 3 SUPPLEMENTAL COMPENSATION INFORMATION: THE CEO OF THIS ORGANIZATION IS AN EMPLOYEE OF SUTTER HEALTH, A RELATED TAX-EXEMPT ORGANIZATION. THE COMPENSATION COMMITTEE OF THE SUTTER HEALTH BOARD OF DIRECTORS RETAINS ULTIMATE DISCRETIONARY AUTHORITY OVER ALL ELEMENTS OF COMPENSATION TO ASSURE THAT ORGANIZATIONAL PURPOSES ARE APPROPRIATELY BEING SERVED. THE COMPENSATION COMMITTEE USES CREDIBLE DATA SOURCES AND MAINTAINS AN OBJECTIVE "ARM'S LENGTH" DECISION-MAKING PROCESS, ENSURING THE INTEGRITY OF SUTTER'S EXECUTIVE PROGRAMS AND CONSISTENCY WITH THE ORGANIZATION'S OVERALL MISSION. SEE SCHEDULE O NARRATIVE FOR PART VI, LINE 15 FOR A FULL DESCRIPTION OF THE COMPENSATION APPROVAL PROCESS COMPLETED BY SUTTER HEALTH. SCHEDULE J, PART I, LINE 4A SEVERANCE PAYMENTS: BRIAN DEAN RECEIVED SEVERANCE PAYMENTS OF $255,081. SCHEDULE J, PART I, LINE 4B NONQUALIFIED RETIREMENT PLAN: THE PURPOSE OF THE NONQUALIFIED RETIREMENT PLAN IS TO PROVIDE SUTTER HEALTH EXECUTIVES WITH A COMPETITIVE RETIREMENT BENEFIT CONSISTENT WITH SUTTER HEALTH'S OVERALL COMPENSATION PHILOSOPHY FOR ALL EMPLOYEES. CONTRIBUTIONS ARE DESIGNED TAKING INTO CONSIDERATION LOST RETIREMENT BENEFITS THAT WOULD OTHERWISE BE OBTAINED THROUGH THE QUALIFIED PENSION PLAN. SUTTER'S PLANS ARE DESIGNED CONSISTENT WITH COMPETITIVE INDUSTRY PRACTICES. THE RETIREMENT PLAN FOR SUTTER HEALTH EMPLOYEES IS A COMBINATION OF 403(B) EMPLOYER MATCH CONTRIBUTIONS AND QUALIFIED PENSION PLAN BENEFITS. SUTTER HEALTH EXECUTIVES ARE GENERALLY INELIGIBLE FOR EMPLOYER MATCH CONTRIBUTIONS. TO ENSURE A COMPETITIVE RETIREMENT BENEFIT, SUTTER HEALTH MAKES AN ANNUAL CONTRIBUTION TO A NON-QUALIFIED 457(F) PLAN FOR ITS EXECUTIVES. THE FORMULA PROVIDES 6% TO 12% OF BASE SALARY PLUS ANNUAL INCENTIVE PLAN AWARD (COMMENSURATE WITH MANAGEMENT LEVEL). CONTRIBUTIONS ARE ALSO MADE FOR A SMALL GROUP OF SENIOR LEVEL EXECUTIVES WHOSE ESTIMATED RETIREMENT BENEFIT (SOCIAL SECURITY PLUS QUALIFIED PLAN BENEFITS PLUS 457(F) FALLS BELOW 50% - 65% OF FINAL 4-YEAR AVERAGE BASE SALARY WHEN RETIRING AT AGE 65 WITH 22.5 YEARS OF SERVICE. TARGET BENEFIT LEVELS ARE DISCOUNTED FOR YEARS OF SERVICE LESS THAN 22.5 AT AGE 65. UNLIKE SUTTER HEALTH'S QUALIFIED PENSION PLAN WHERE EMPLOYEE BENEFITS ARE GUARANTEED (I.E., A DEFINED BENEFIT), SUTTER'S NON-QUALIFIED PLAN BENEFITS ARE NOT GUARANTEED BY SUTTER HEALTH. INVESTMENT RISK IS BORNE BY PARTICIPANTS AND BENEFITS ARE NOT PROTECTED SHOULD SUTTER HEALTH BECOME INSOLVENT. SCHEDULE J, PART I, LINE 7 NON-FIXED PAYMENTS: Spot awards are infrequently used to reward employees. There are no specific guidelines for the amount of the spot award, average amount of spot awards tend to not exceed 5% to 15% of gross annual salary. Annual Incentive Plan (AIP): The purpose of the plan is to focus executives on specific, shorter-term goals that are critical to the achievement of affiliate, operating unit and system-wide objectives that drive overall organization performance. Long Term Performance Plans: Sutter Health also employs a long term performance plan which is designed to focus on longer term strategic objectives of the organization. Sutter's long term performance plan approach is a combination of both longer term measures of organization success and key organization strategies which require the combined effort of all leadership to achieve success. Sutter uses a common fate approach in that all LONG TERM PERFORMANCE plan participants are measured against the same, organization-wide criteria vs. individual efforts. This fosters a common purpose across leadership and a shared sense of accountability for the overall success of Sutter Health. In all cases, the Compensation Committee of the Board determines achievement of organization goals and makes final award determination which may result in a reduction of award if appropriate. All senior executive awards are reviewed for compensation reasonableness and approved by the compensation committee prior to payment. FORM 990, PART I, LINE 1 AND PART III, LINE 1 MISSION STATEMENT: MISSION: CARING FOR OUR PATIENTS FIRST AND OUR PEOPLE ALWAYS. VISION: TO BE THE MOST COMPREHENSIVE, INTEGRATED AND CONNECTED HEALTH SYSTEM FOR GETTING AND STAYING WELL. VALUES: EXCELLENCE - We deliver high-quality, equitable care and take on the toughest challenges. CURIOSITY - We are constantly learning and creating new ways to advance healthcare. TEAMWORK - We collaborate with humility and solve for ONE Sutter. COMPASSION - We show empathy and understanding in every personal interaction. INCLUSION - We respect our differences and similarities, and cultivate a sense of belonging. INTEGRITY - We earn trust by doing the right thing and delivering on our commitments. FORM 990, PART III, LINE 4A PROGRAM SERVICE ACCOMPLISHMENTS: Sutter Health Plan (doing business as Sutter Health Plus) is an affiliate of the Sutter Health system, a comprehensive network providing integrated care to more than 3 million patients annually through a network of hospitals, medical foundations, urgent and walk-in care centers, home health and hospice services. The Sutter Health system relies on the dedication of more than 85,000 clinicians, nurses, employees and volunteers to deliver high quality and affordable care to more than 100 communities. We believe that all people deserve access to excellent medical care-whoever they are and wherever they live. Sutter Health doctors, hospitals and other caregivers partner with each other to advance our medical services and increase patients' access to them. The primary purpose of Sutter Health Plus is to improve the health of the community by increasing access to Sutter Health's network of high-quality doctors, hospitals and other health care services. The health plan promotes affordability through the delivery of cost-effective health care services; this includes partnering with our provider network to improve quality and reduce costs. Sutter Health Plus is licensed by the Department of Managed Health Care as a Knox-Keene health maintenance organization with plan coverage beginning in January 2014. Sutter Health Plus members are assigned primary care providers exclusively with physicians through related Sutter Health tax-exempt medical foundations. Sutter Health Plus develops its plan products under a not-for-profit mission with a commitment to provide affordably priced HMO health plans in accordance with Patient Protection and Affordable Care Act and federal guidelines that allow Northern California's socially and economically diverse communities to access high quality and accessible care at Sutter Health's network of doctors and hospitals. Sutter Health Plus participates in activities designed to promote the general health of communities, promotes and encourage advancement and improvement of high-quality and cost-effective health care services; and facilitates the interchange of ideas among health care service organizations and communities served. FORM 990, PART VI, LINE 6 & 7A CLASSES OF PERSONS AND THE NATURE OF THEIR RIGHTS: THIS CORPORATION IS AN AFFILIATE OF SUTTER HEALTH, A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION. SUTTER HEALTH IS THE SOLE MEMBER WITH THE RIGHT TO ELECT AT LEAST A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS. FORM 990, PART VI, LINE 7B CLASSES OF PERSONS, DECISIONS REQUIRING APPROVAL & TYPE OF VOTING RIGHTS: SUTTER HEALTH AS THE SOLE MEMBER OF THE ORGANIZATION IS ENTITLED TO EXERCISE FULLY ALL RIGHTS AND PRIVILEGES OF MEMBERS OF NONPROFIT CORPORATIONS UNDER THE CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION LAW, AND ALL OTHER APPLICABLE LAWS. THE MEMBER HAS THE RIGHTS AND POWERS TO APPOINT (AND REMOVE) MEMBERS OF THE CORPORATION'S BOARD OF DIRECTORS, SUBJECT TO THE PROVISIONS OF THE BYLAWS. IN ADDITION, THE MEMBER HAS THE RIGHT TO APPROVE THE FOLLOWING ACTIONS OF THE CORPORATION'S BOARD OF DIRECTORS: A. MERGER, CONSOLIDATION, REORGANIZATION, OR DISSOLUTION OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; B. AMENDMENT OR RESTATEMENT OF THE ARTICLES OF INCORPORATION OR THE BYLAWS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; C. ADOPTION OF OPERATING BUDGETS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY, INCLUDING CONSOLIDATED OR COMBINED BUDGETS OF THE CORPORATION AND ALL SUBSIDIARY ORGANIZATIONS OF THE CORPORATION; D. ADOPTION OF CAPITAL BUDGETS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; E. AGGREGATE OPERATING OR CAPITAL EXPENDITURES ON AN ANNUAL BASIS THAT EXCEED APPROVED OPERATING OR CAPITAL BUDGETS BY A SPECIFIED DOLLAR AMOUNT TO BE DETERMINED FROM TIME TO TIME BY THE GENERAL MEMBER; F. LONG-TERM OR MATERIAL AGREEMENTS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY INCLUDING, BUT NOT LIMITED TO, BORROWINGS, EQUITY FINANCINGS, CAPITALIZED LEASES AND INSTALLMENT CONTRACTS; AND PURCHASE, SALE, LEASE, DISPOSITION, HYPOTHECATION, EXCHANGE, GIFT, PLEDGE, OR ENCUMBRANCE OF ANY ASSET, REAL OR PERSONAL, WITH A FAIR MARKET VALUE IN EXCESS OF A DOLLAR AMOUNT TO BE DETERMINED FROM TIME TO TIME BY THE DIRECTORS OF THE GENERAL MEMBER, WHICH SHALL NOT BE LESS THAN 10% OF THE TOTAL ANNUAL CAPITAL BUDGET OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; G. APPOINTMENT OF AN INDEPENDENT AUDITOR AND HIRING OF INDEPENDENT COUNSEL EXCEPT IN CONFLICT SITUATIONS BETWEEN THE GENERAL MEMBER AND THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; H. THE CREATION OR ACQUISITION OF ANY SUBSIDIARY OR AFFILIATE ENTITY; I. CONTRACTING WITH AN UNRELATED THIRD PARTY FOR ALL OR SUBSTANTIALLY ALL OF THE MANAGEMENT OF THE ASSETS OR OPERATIONS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; J. APPROVAL OF MAJOR NEW PROGRAMS AND CLINICAL SERVICES OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY. THE GENERAL MEMBER SHALL FROM TIME TO TIME DEFINE THE TERM "MAJOR" IN THIS CONTEXT; K. APPROVAL OF STRATEGIC PLANS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; L. ADOPTION OF QUALITY IMPROVEMENT POLICIES NOT IN CONFORMITY WITH POLICIES ESTABLISHED BY THE GENERAL MEMBER; M. ANY SELF DEALING TRANSACTION BETWEEN A DIRECTOR OF THE CORPORATION AND THE CORPORATION OR A SUBSIDIARY OR THE CORPORATION OR AFFILIATE ENTITY OF THE CORPORATION; N. REHIRING, CONTRACTING WITH, OR OTHERWISE COMPENSATING A SUTTER HEALTH EXECUTIVE, OR ANY OFFICER OR MEMBER OF MANAGEMENT OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY AFTER THEIR EMPLOYMENT ENDED. IN ADDITION, THE GENERAL MEMBER SHALL HAVE THE AUTHORITY TO REQUIRE THE PRIOR REVIEW AND APPROVAL OF THOSE ACTIVITIES OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY WHICH THE GENERAL MEMBER DETERMINES TO BE MAJOR ACTIVITIES. "MAJOR ACTIVITIES" SHALL BE THOSE WHICH THE GENERAL MEMBER BY A VOTE OF ITS BOARD OF DIRECTORS HAS DECLARED "MAJOR ACTIVITIES". FORM 990, PART VI, LINE 11B PROCESS USED BY MANAGEMENT &/OR GOVERNING BODY TO REVIEW FORM 990: SUTTER HEALTH HAS A CENTRALIZED TAX DEPARTMENT RESPONSIBLE FOR THE PREPARATION OF THE FORM 990. ANNUALLY THE TAX DEPARTMENT PROVIDES TRAINING AND EDUCATION TO AFFILIATE PERSONNEL WHO ASSIST THE TAX DEPARTMENT IN COLLECTING AND REVIEWING DATA TO BE REPORTED ON THE FORM 990. THE PREPARATION MATERIAL IS REVIEWED BY VARIOUS DEPARTMENTS INCLUDING TAX, FINANCE, LEGAL, AND HUMAN RESOURCES. A NATIONAL ACCOUNTING FIRM PREPARES AND/OR REVIEWS THE RETURN. A COMPLETED RETURN IS THEN REVIEWED BY THE TAX DEPARTMENT, THE AFFILIATE, AND THE CFO BEFORE THE RETURN IS FILED. FORM 990, PART VI, LINE 12C PROCESS TO MONITOR TRANSACTIONS FOR CONFLICTS OF INTEREST: Employees are educated on the conflict of interest policy and the need to make disclosure as part of annual compliance education. In addition, annually a disclosure statement is completed by all directors, officers and key employees. On this statement the individual will list a wide range of information which includes business relationships, employment relationships, property interests, and those of related parties. If there is a potential conflict of interest related to a particular transaction, the interested individual must disclose the existence and nature of the relationship. The Board Chair may appoint a disinterested person or committee to investigate the conflict.The Board may consult with the Office of the General Counsel as necessary. Until the potential conflict is resolved, the Board Chair (or committee chair as applicable) may request the individual to not participate during related presentations and discussions. In all circumstances involving an actual conflict, the interested individual shall leave the room prior to the board's final discussion and vote. FORM 990, PART VI, LINES 15A & 15B THE COMPENSATION COMMITTEE OF THE SUTTER HEALTH BOARD OF DIRECTORS RETAINS ULTIMATE DISCRETIONARY AUTHORITY OVER ALL ELEMENTS OF COMPENSATION TO ASSURE THAT ORGANIZATIONAL PURPOSES ARE APPROPRIATELY BEING SERVED. THE COMPENSATION COMMITTEE USES CREDIBLE independent DATA SOURCES AND MAINTAINS AN OBJECTIVE "ARMS LENGTH" DECISION-MAKING PROCESS, ENSURING THE INTEGRITY OF SUTTER'S EXECUTIVE PROGRAMS AND CONSISTENCY WITH THE ORGANIZATION'S OVERALL MISSION. TO ENSURE EXTERNAL COMPETITIVENESS, NATIONAL COMPENSATION DATA COMPARISONS ARE REVIEWED. COMPETITIVE ANALYSIS INCLUDES: (A) BASE SALARY, (B) TOTAL CASH (BASE SALARY + ANNUAL INCENTIVE), (C) TOTAL DIRECT CASH (BASE SALARY + ANNUAL INCENTIVE + LONG TERM INCENTIVE) AND (D) TOTAL REMUNERATION (BASE SALARY + ANNUAL INCENTIVE + BENEFITS AND LONG TERM INCENTIVE). THIS ANALYSIS INCLUDES NATIONAL COMPARISONS FOR ORGANIZATIONS SIMILAR IN SIZE, SCOPE AND COMPLEXITY AS SUTTER HEALTH, ADJUSTED TO THE CALIFORNIA MARKET. THIS METHOD IS MOST APPROPRIATE SINCE IT IS A NATIONAL MARKETPLACE IN WHICH SUTTER COMPETES FOR EXECUTIVE TALENT. OFFICERS AND KEY EMPLOYEES OF THIS ORGANIZATION UNDERGO AN ANNUAL REVIEW BY THE COMPENSATION COMMITTEE OR A DELEGATED SUB-COMMITTEE. APPROVAL IS RECORDED IN THE MINUTES. THE 2023 EXECUTIVE COMPENSATION APPROVAL WAS COMPLETED IN May 2023. FORM 990, PART VI, LINE 19 AVAILABILITY OF GOVERNING DOCUMENTS, COI POLICY & FINANCIAL STATEMENTS: THE SUTTER HEALTH SYSTEM POSTS ITS CURRENT AND PAST AUDITED FINANCIAL STATEMENTS AT SUTTERHEALTH.ORG. OTHER DOCUMENTS ARE ALSO LOCATED AT THIS WEBSITE INCLUDING THE ANNUAL REPORT, MISSION STATEMENT, HISTORY, AND LINKS TO AFFILIATE WEBSITES. THE GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE NOT AVAILABLE TO THE PUBLIC AT THIS TIME. FORM 990, PART VII, SECTION A COMPENSATION OF BOARD MEMBERS: THE FOLLOWING BOARD MEMBERS OF THE ORGANIZATION ARE FULL-TIME EMPLOYEES (40 HOURS PER WEEK) OF SUTTER HEALTH AND THEIR SUTTER HEALTH SALARIES ARE REPORTED HEREIN. THESE INDIVIDUALS RECEIVE NO COMPENSATION FOR THEIR SERVICE AS BOARD MEMBERS OF THIS ORGANIZATION. - BRIAN DEAN - PHIL JACKSON - DOMINIC NAKIS COMMON LAW EMPLOYEES: INDIVIDUALS LISTED AS OFFICERS AND KEY EMPLOYEES OF THE ORGANIZATION THAT ARE PAID FULLTIME BY A RELATED ORGANIZATION ARE COMMON LAW EMPLOYEES OF SUTTER HEALTH, A SEPARATE LEGAL ENTITY. IT IS THE INTENTION OF SUTTER HEALTH AND THE FILING ORGANIZATION TO MAKE INFORMATION ACCESSIBLE AND TRANSPARENT, REPORTING THOSE SUTTER HEALTH EMPLOYEES WHO HAVE OFFICER AND KEY EMPLOYE RESPONSIBILITIES TO THE FILING ORGANIZATION. FORM 990, PART XI LINE 9 OTHER CHANGES IN FUND BALANCE: EQUITY TRANSFERS: $-40,243 ROUNDING: $ 3 ======== TOTAL $-40,240 CALIFORNIA PACIFIC MEDICAL CTR FOUND C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942728423 FUNDRAISING CA 501(C)(3) 7 Sutter BH true EAST BAY PERINATAL CENTER C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 510172285 HEALTHCARE CA 501(C)(3) 3 Sutter BH true MEMORIAL HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942290244 FUNDRAISING CA 501(C)(3) 12A - I Sutter VH true MILLS-PENINSULA HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 237288765 FUNDRAISING CA 501(C)(3) 7 Sutter BH true SUTTER AUBURN FAITH HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942594966 FUNDRAISING CA 501(C)(3) 7 Sutter VH true SUTTER BAY HOSPITALS C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 940562680 HOSPITAL CA 501(C)(3) 3 Sutter Hlth true SUTTER BAY MEDICAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 941156581 HEALTHCARE CA 501(C)(3) 3 Sutter Hlth true SUTTER COAST HOSPITAL C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942988520 HOSPITAL CA 501(C)(3) 3 Sutter Hlth true SUTTER DAVIS HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680217870 FUNDRAISING CA 501(C)(3) 7 Sutter VH true SUTTER HEALTH 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 942788907 SUPPORTING OR CA 501(C)(3) 12C III-FI NA false SUTTER HEALTH PACIFIC 91-2301 FT WEAVER RD EWA BEACH HI 96706 990298651 HOSPITAL CA 501(C)(3) 3 Sutter Hlth true SUTTER INSURANCE SERVICES CORPORATION 745 FORT STREET SUITE 1100 HONOLULU HI 96813 990289310 INSURANCE HI 501(C)(3) 12C III-FI Sutter Hlth true SUTTER MEDICAL CENTER FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942788906 FUNDRAISING CA 501(C)(3) 7 Sutter VH true SUTTER ROSEVILLE MEDICAL CTR FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680040113 FUNDRAISING CA 501(C)(3) 7 Sutter VH true SUTTER VALLEY HOSPITALS C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 941156621 HOSPITAL CA 501(C)(3) 3 Sutter Hlth true SUTTER VALLEY MEDICAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680273974 HEALTHCARE CA 501(C)(3) 3 Sutter Hlth true SUTTER VISITING NURSE ASSOC AND HOSPICE C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 946068843 HEALTHCARE CA 501(C)(3) 10 Sutter Hlth true TRACY HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680318845 FUNDRAISING CA 501(C)(3) 12A - 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