2024-11-13T13:15:35-07:00 2023-12-31 990 2023-01-01 150532259 VISITING NURSE ASSOCIATION OF UTICA AND ONEIDA COUNTY INC VISI 3156248900 1650 Champlin Ave Utica NY 135024830 Louis Aiello Chief Financial Officer 3159178203 2024-11-13 1 2023 2024-10-15 13:58:12Z Louis Aiello 111 Hospital Drive Utica NY 13502 4873313 0 X http://www.mvhealthsystem.org/vna/ X 1915 NY THE PURPOSE FOR WHICH THIS CORPORATION WAS FORMED IS TO PROVIDE A COMPLETE RANGE OF EXCELLENT QUALITY HOME HEALTH CARE. 18 15 85 0 0 0 0 39287 5866027 4778158 2175 961 83349 54907 5951551 4873313 0 0 0 0 5119130 5133549 0 0 0 623932 655238 5743062 5788787 208489 -915474 1101785 1181057 6062980 7057726 -4961195 -5876669 THE PURPOSE FOR WHICH THIS CORPORATION WAS FORMED IS TO PROVIDE A COMPLETE RANGE OF EXCELLENT QUALITY HOME HEALTH CARE SERVICES TO THE RESIDENTS OF ONEIDA COUNTY AND ITS ENVIRONS AND TO DO SO IN A COST EFFECTIVE MANNER THAT MAKES THE SERVICE ACCESSIBLE AND AFFORDABLE TO ALL WHO REQUIRE THEM. 0 0 4876986 4834026 To provide quality Home Care under a physician's order to the greater Utica, Oneida County and surrounding areas. 0 0 0 4876986 1 0 0 0 0 0 0 0 0 0 1 0 0 1 1 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 0 0 0 1 5 0 1 85 1 0 0 0 0 0 0 0 0 X 18 15 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 NY X Louis Aiello 3156246143 111 Hospital Drive Utica NY 135024830 Darlene Stromstad President/CEO 1 54 X 0 1044354 25003 Sushma Kaul MD MVHS Med Staff Vice President/Physician 0.5 53 X 0 687185 30633 Louis Aiello SR Vice President/CFO 1 49 X 0 638629 55054 Kent Hall MD SVP/Physician Practice and Operations. 1 49 X 0 592426 32422 Jerome Dayao SR VP/CNO 1 49 X 0 508455 9504 Eric Yoss MD Former (CMO Interim 2019- FEB 2020) 0 0 X 0 177675 6867 Jason Falk Director 50 0 X 116724 0 15945 Carol Paluck Administrator 50 0 X 117225 0 12320 Jonathan Block MD MVHS Medical Staff Vice President 0.5 3 X 0 109000 0 Albert Waleed MD Former Medical Staff President 0 0 X 0 49004 0 Joan Compson Chair Emerius 0.5 3 X 0 0 0 Norman Siegel Chair Emeritus 0.5 3 X 0 0 0 Catherine Brownell PhD Director 0.5 3 X 0 0 0 Domenic P Aiello MD Director 0.5 3 X 0 0 0 Gregory B McLean Director 0.5 3 X 0 0 0 Barbara Brodock Director 0.5 3 X 0 0 0 Catherine Cominsky Director 0.5 3 X 0 0 0 Andrew Kowalczyk III Director 0.5 3 X 0 0 0 Symeon Tsoupelis Director 0.5 3 X 0 0 0 Robert Dicks Director (SEMC only) 0 1 X 0 0 0 Gregory Evans Chair 0.5 3 X X 0 0 0 Larry Bull Vice Chair 0.5 3 X X 0 0 0 Karen Leach Secretary 0.5 3 X X 0 0 0 Richard Zweifel Treasurer 0.5 3 X X 0 0 0 Richard Tantillo Philanthropy Chair 0.5 3 X X 0 0 0 233949 3806728 187748 2 1 1 1 Homecare Homebase 6688 North Central Expressway Suite 800 Dallas TX 75206 IT Software 200900 1 0 0 0 0 0 39287 0 39287 MEDICARE 623000 3058021 3058021 0 0 MEDICAID 623000 1576792 1576792 0 0 INSURANCE AND ALL OTHERS 623000 143345 143345 0 0 0 0 0 0 4778158 961 961 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 OTHER REV MEDICAL RECORDS 623000 444 444 0 0 OTHER REV MISCELLANEOUS 623000 54463 54463 0 0 0 0 0 0 54907 4873313 4834026 0 0 4128896 3574735 554161 132213 114468 17745 575985 498679 77306 296455 256666 39789 4572 4572 9540 9540 18604 18604 -159194 80716 -239910 1290 1290 6687 6687 197518 197518 128332 128332 196790 196790 34108 34108 18184 18184 EDUCATION 3661 3661 0 0 MEMBERSHIP DUES 48195 48195 0 0 TELEPHONE 65479 45836 19643 0 SUPPLIES AND OTHER EXPENSES 62430 43911 18519 0 19042 13329 5713 5788787 4876986 911801 0 57085 103277 582075 382483 8741 6054 1840180 1767328 99901 72852 353983 616391 1101785 1181057 538575 602138 5524405 6455588 6062980 7057726 X -4961195 -5876669 0 0 -4961195 -5876669 1101785 1181057 -915474 0 0 0 0 0 X 1 X 1 X 1 0 X 163646 386905 4583 0 39287 594421 163646 386905 4583 0 39287 594421 594421 0 0 0 0 0 0 163646 386905 4583 0 39287 594421 1 1 0 0 X 0 0 0 0 0 0 0 0 0 0 0 1840180 0 1767328 72852 0 0 0 0 72852 DUE FROM AFFILIATED ENTITIES 603605 DUE FROM THIRD-PARTY PAYOR 12786 616391 DUE TO AFFILIATED ENTITIES 5970549 OTHER LIABILITIES 355239 ESTIMATED INSURANCE LIABILITY 129800 6455588 4873313 0 0 0 0 0 4873313 0 0 0 4873313 5788787 0 0 0 0 0 5788787 0 0 0 5788787 0 0 0 0 0 0 0 0 0 Darlene Stromstad President/CEO 0 775000 0 248000 0 21354 0 13200 0 11803 0 1069357 Louis Aiello SR Vice President/CFO 0 519808 0 96900 0 21920 0 23100 0 31953 0 693681 Jason Falk Director 116419 0 0 0 306 0 0 0 15945 0 132670 0 0 Carol Paluck Administrator 115833 0 0 0 1392 0 0 0 12320 0 129545 0 Form 990, Part VI, Section B, Line 11b The form 990 was presented to and reviewed by the executive committee prior to filing and a copy is provided to each board member. Form 990, Part VI, Section B, Line 12c ANY DIRECTOR, PRINCIPAL OFFICER, MEMBER OF A COMMITTEE WITH BOARD DELEGATED POWERS WHO HAS A DIRECT OR INDIRECT FINANCIAL INTEREST, AS DEFINED BELOW, IS AN INTERESTED PERSON. IF A PERSON IS AN INTERESTED PERSON WITH RESPECT TO ANY ENTITY IN THE HEALTH CARE SYSTEM OF WHICH THE CORPORATION IS A PART, HE OR SHE IS AN INTERSTED PERSON WITH RESPECT TO ALL ENTITIES IN THE HEALTH CARE SYSTEM. A PERSON HAS A FINANCIAL INTEREST IF HE OR SHE PERSONALLY HAS, DIRECTLY OR INDIRECTLY, THROUGH BUSINESS, INVESTMENT OR FAMILY: (1) AN OWNERSHIP OR INVESTMENT INTEREST IN ANY ENTITY WITH WHICH THE CORPORATION HAS A TRANSACTION OR ARRANGEMENT, OR (2) A COMPENSATION ARRANGEMENT WITH THE CORPORATION OR WITH ANY ENTITY OR INDIVIDUAL WITH WHICH THE CORPORATION HAS A TRANSACTION OR ARRANGEMENT, OR (3) A POTENTIAL OWNERSHIP OR INVESTMENT INTEREST IN, OR COMPENSATION ARRANGEMENT WITH, ANY ENTITY OR INDIVIDUAL WITH WHICH THE CORPORATION IS NEGOTIATING A TRANSACTION OR ARRANGEMENT. COMPENSATION INCLUDES DIRECT AND INDIRECT REMUNERATION AS WELL AS GIFTS OR FAVORS THAT ARE SUBSTANTIAL IN NATURE. DUTY TO DISCLOSE: IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICTS OR INTEREST, AN INTERESTED PERSON MUST DISCLOSE THE EXISTENCE AND NATURE OR HIS OR HER FINANCIAL INTEREST, OR ANY CIRCUMSTANCES WHICH MAY IMPAIR HIS OR HER ABILITY TO EXERCISE INDEPENDENT FIDUCIARY JUDGMENT, TO THE OTHER DIRECTORS, OR TO THE OTHER MEMBERS OR WITH BOARD DELEGATED POWERS, CONSIDERING A PROPOSED TRANSACTION OR ARRANGEMENT. DETERMINING CONFLICT: AN INTEREST PERSON MAY, AFTER DISCLOSING A KNOWN CONFLICT, DISQUALIFY HIM OR HERSELF FROM FURTHER PARTICIPATION IN DISCUSSIONS OR DETERMINATIONS REGARDING THE TRANSACTION OR ARRANGEMENT, OR MAY SEEK THE GUDANCE OF THE BOARD OR COMMITTEE. IN SUCH CASES, THE INTERESTED PERSON MAY BE ASKED TO LEAVE THE BOARD OR COMMITTEE MEETING WHILE THE ACTUAL OR APPARENT CONFLICT IS DISCUSSED AND VOTED UPON. THE REMAINING BOARD OR COMMITTEE MEMBERS SHALL DECIDE IF A CONFLICT OF INTEREST EXISTS. ADDRESSING THE CONFLICT OF INTEREST: (1) THE CHAIRPERSON OF THE BOARD OR COMMITTEE SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT. (2) AFTER EXERCISING DUE DILIGENCE, THE BOARD OR COMMITTEE SHALL DETERMINE WHETHER THE CORPORATION CAN OBTAIN A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT WITH REASONABLE EFFORTS FROM A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. (3) IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY ATTAINABLE UNDER CIRCUMSTANCES THAT WOULD NOT GIVE A RISE DIRECTORS WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE CORPORATION'S BEST INTEREST AND FOR ITS OWN BENEFIT AND WHETEHER THE TRANSACTION IS FAIR AND REASONABLE TO THE CORPORATION AND SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT IN CONFORMITY WITH SUCH DETERMINATION. VIOLATIONS OF CONFLICT (1) IF THE BOARD OR COMMITTEE HAS REASONABLE CAUSE TO BELIEVE THAT A MEMBER HAS FAILED TO DISCLOSE ACTUAL OR POSSIBLE CONFLICTS OF INTEREST, IT SHALL INFORM THE MEMBER OF THE BASIS FOR SUCH BELIEF AND AFFORD THE MEMBER AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. (2) F, AFTER HEARING THE RESPONSE OF THE MEMBER AND MAKING SUCH FURTHER INVESTIGATION AS MAY BE WARRANTED IN THE CIRCUMSTANCES, THE BOARD OR COMMITTEE DETERMINES THAT THE MEMBER HAS, IN FACT, FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OR INTEREST, IT SHALL TAKE APPROPRIATE CORRECTIVE ACTION AS DETERMINED BY THE BOARD, WITH RESPECT TO THE DIRECTOR AND THE TRANSACTION OR ARRANGEMENT. RECORDS OF PROCEEDINGS: THE MINUTES OF THE BOARD AN ALL COMMITTEES WITH BOARD-DELEGATED POWERS SHALL CONTAIN: (A) THE NAMES OF THE PERSONS WHO DISCLOSED OR OTHERWISE WERE FOUND TO HAVE A FINANCIAL INTEREST IN CONNECTION WITH AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, THE NATURE OF THE FINANCIAL INTEREST, ANY ACTION TAKEN TO DETERMINE WHETHER A CONFLICT OF INTEREST WAS PRESENT, AND THE BOARD'S OR COMMITTEE'S DECISION AS TO WHETHER A CONFLICT OF INTEREST, IN FACT EXISTED; AND (B) THE NAMES OF THE PERSONS WHO WERE PRESENT FOR DISCUSSIONS AND VOTES RELATING TO THE TRANSACTION OR ARRANGEMENT, THE CONTENT OF THE DISCUSSION, INCLUDING ANY ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARANGEMENT, AND A RECORD OF ANY VOTES TAKEN IN CONNECTION THEREWITH. COMPENSATION COMMITTEE: (A) A VOTING MEMBER OF ANY COMMITTEE WHOSE JURISDICTION INCLUDES COMPENSATION MATTERS AND WHO RECEIVES COMPENSATION, DIRECTLY OR INDIRECTLY, FROM THE CORPORATION FOR SERVICE IS PRECLUDED FROM VOTING ON MATTERS PERTAINING TO THAT MEMBER'S COMPENSATION. B) PHYSICIANS WHO RECEIVE COMPENSATION, DIRECTLY OR INDIRECTLY, FROM THE CORPORATION OR ANY AFFILIATE,WHETHER AS EMPLOYEES OR INDEPENDENT CONTRACTORS, ARE PRECLUDED FROM MEMBERSHIP ON ANY COMMITTEE WHOSE JURISDICTION INCLUDES PHYSICIAN COMPENSATION MATTERS. ANNUAL STATEMENTS: EACH DIRECTOR, PRINCIPAL OFFICER AND MEMBER OF A COMMITTEE WITH BOARD-DELEGATED POWERS SHALL ANNUALLY SIGN A STATEMENT WHICH AFFIRMS THAT SUCH PERSON: (A) HAS RECEIVED A COPY OF THE CONFLICTS OF INTEREST POLICY AND THE CORPORATION'S BY-LAWS; (B) HAS READ AND UNDERSTANDS THOSE PROVISIONS; (C) HAS AGREED TO COMPLY WITH THOSE PROVISIONS;AND (D) UNDERSTANDS THAT THE CORPORATION IS A CHARITABLE ORGANIZATION AND THAT IN ORDER TO MAINTAIN ITS FEDERAL TAX EXEMPTION IT MUST ENGAGE PRIMARILY IN ACTIVITIES WHICH ACCOMPLISH ONE OR MORE OF ITS TAX EXEMPT PURPOSES. PERIODIC REVIEW: TO ENSURE THAT THE CORPORATION OPERATES IN A MANNER CONSISTENT WITH ITS CHARITABLE PURPOSES AND THAT IT DOES NOT ENGAGE IN ACTIVITIES THAT COULD JEOPARDIZE ITS STATUS AS AN ORGANIZATION EXEMPT FROM FEDERAL INCOME TAX, PERIODIC REVIEWS SHALL BE CONDUCTED. THE PERIODIC REVIEW SHALL, AT A MINIMUM, INCLUDE THE FOLLWING SUBJECTS: (A) WHETHER COMPENSATION ARRANGEMENTS AND BENEFITS ARE REASONABLE AND ARE THE RESULT OF ARM'S LENGTH BARGAINING. (B) WHETHER ACQUISITIONS OF PHYSICIANS PRACTICES AND OTHER PROVIDER SERVICES RESULT IN INUREMENT OR IMPERMISSIBLE PRIVATE BENEFIT. (C) WHETHER PARTNERSHIP AND JOINT VENTURE ARRANGEMENTS AND ARRANGEMENTS WITH MANAGEMENT SERVICE ORGANIZATIONS AND PHYSICIAN HOSPITAL ORGANIZATIONS CONFORM TO WIRTTEN POLICIES, ARE PROPERLY RECORDED, REFLECT RESONALBLE PAYMENTS FOR GOODS AND SERVICES, FURTHER THE CORPORATIONS'S CHARITABLE PURPOSES AND DO NOT RESULT IN INUREMENT OR IMPERMISSIBLE PRIVATE BENEFIT. (D) WHETHER AGREEMENTS TO PROVIDE HEALTH CARE AND AGREEMENTS WITH OTHER HEALTH CARE PROVIDERS, EMPLOYEES, AND THIRD PARTY PAYERS FURTHER THE CORPORATION'S CHARITABLE PURPOSES AND DO NOT RESULT IN INUREMENT OR IMPERMISSIBLE PRIVATE BENEFIT. USE OF OUTSIDE EXPERTS: IN CONDUCTION THE PERIODIC REVIEWS PROVIDED FOR IN SECTION 7 OF THIS POLICY, THE CORPORATION MAY, BUT NEED NOT, USE OUTSIDE ADVISORS. IF OUTSIDE EXPERTS ARE USED, THEIR USE SHALL NOT RELIEVE THE BOARD OF ITS RESPONSIBILITY FOR ENSURINGTHAT PERIODIC REVIEWS ARE CONDUCTED. LOANS: NO LOANS, OTHER THAN THROUGH THE PURCHASE OF BONDS, DEBENTURES, OR SIMILAR OBILIGATIONS OF THE TYPE CUSTOMARILY SOLD IN PUBLIC OFFERINGS, OR THROUGH THE ORDINARY DEPOSIT OF FUNDS IN A BANK, SHALL BE MADE BY THE CORPORATION TO ITS DIRECTORS OR OFFICERS. OR TO ANY OTHER CORPORATION, FIRM ASSOCIATION OR OTHER ENTITY IN WHICH ONE OR MORE OF ITS DIRECTORS OR OFFICERS ARE DIRECTORS OR OFFICERS OR HOLD A SUBSTANTIAL FINANCIAL INTEREST, EXPECT A LOAN TO ANOTHER TYPE B NOT-FOR-PROFIT CORPORATION. THE CORPORATION MAY, NEVERTHELESS, ENGAGE IN TRANSACTIONS WITH ITS CORPORATE AFFILIATES PROVIDED THAT SUCH TRANSACTIONS ARE CONSISTENT WITH THE CORPORATION'S TAX EXEMPT STATUS AND ANY EXEMPTION RULINGS OR GUIDANCE ISSUED BY THE INTERNAL REVENUE SERVICE. Form 990, Part VI, Section B, Line 15 MVHS Compensation Policy Overview The Board of Directors has established an Executive Compensation Committee, which is responsible for reviewing the adequacy and reasonableness of the compensation paid to the President/CEO and other employees of the Executive Leadership Team. The Executive Leadership Team consists of the following positions: * President/CEO * SVP/ CFO * SVP/CNO * SVP/ CIO * SVP/ CHRO * SVP/Marketing & Strategy * SVP/Chief Legal Counsel * SVP/ Physician Practices & Operations * SVP/ Chief Quality & Patient Safety Officer On an annual basis, the Committee is responsible for (1) reviewing and recommending to the Board Chair the CEO's compensation, including salary, incentives, benefits and other prerequisites, for final approval by the Board (2) reviewing the compensation of all other employees of the Executive Leadership Team, as recommended by the CEO. The adequacy and reasonableness of all executive compensation is assessed through independent compensation consultants, which conduct market reviews using benchmarking data for comparable positions in similarly situated hospitals. This assessment is provided and reviewed by the Executive Compensation Committee on an annual basis. The independence of the committee members is reviewed and verified prior to the start of the annual compensation review process. Should a conflict present, those individuals with actual or perceived conflicts abstain from voting until such time as the conflict can be resolved or a replacement member ins appointed to the committee. The committee's deliberations and discussions are guided by a written compensation philosophy and documented through written minutes taken during each meeting. The minutes include, among other things, the written materials distributed or presented during the meeting and the specific decisions taken at the meeting. Form 990, Part VI, Section C, Line 19 The governing documents and conflict of interest policy are available on the organization's intranet for access to all employees in the online administrative manual. The financial statements are made available to the public upon request. MOHAWK VALLEY HEALTH SYSTEM (PARENT) PO Box 4308 Utica NY 135044305 223124162 PROMOTE HEALTH CARE NY 501(c)(3) 3 N/A 0 Mohawk Valley Health System INC 111 HOSPITAL DRIVE Utica NY 13502 161576637 Acute Care Hospital NY 501(c)(3) 3 Mohawk Valley Health System 0 St Elizabeth Community Health Support 2209 Genesee Street Utica NY 13501 150532245 HEALTH CARE NY 501(c)(3) 3 St Elizabeth Community Health Support 0 St Lukes Home Residential Health Care Facility Inc 1650 Champlin Ave New Hartford NY 13413 161476372 Residential Health Care NY 501(c)(3) 10 MVHS INC 0 MOHAWK VALLEY HEALTH SYSTEM FOUNDATION PO BOX 479 UTICA NY 13503 223078768 FUNDRAISING NY 501(C)(3) 12B MOHAWK VALLEY HEALTH SYSTEM (PARENT) 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 1 1 1 0 1