2025-08-08T15:29:28+00:00 2024-09-30 346565596 ERNST & YOUNG US LLP ONE MANHATTAN WEST NEW YORK NY 100018604 990 2023-10-01 141788412 HEALTH QUEST HOME CARE INC (CERTIFIED) HEAL 8454759500 2649 SOUTH ROAD POUGHKEEPSIE NY 12601 DANIEL DEBARBA CFO & TREASURER 8454759500 2025-08-08 true Laura Mayo P01962945 2127733000 2025-08-08 2023 2025-03-06 01:10:19Z SHARON ADAMS 2649 SOUTH ROAD POUGHKEEPSIE NY 12601 8537545 false X WWW.NUVANCEHEALTH.ORG X 1996 NY IMPROVE THE HEALTH OF EVERY PERSON IN OUR COMMUNITY THROUGH THE EFFICIENT DELIVERY OF EXCELLENT, INNOVATIVE AND COMPASSIONATE CARE. 7 7 90 7 0 0 0 0 6096345 8374921 297834 159282 19038 3342 6413217 8537545 0 0 0 0 8113011 9596747 0 0 0 1253603 1678105 9366614 11274852 -2953397 -2737307 8066059 3618395 20637409 18927052 -12571350 -15308657 IMPROVE THE HEALTH OF EVERY PERSON IN OUR COMMUNITY THROUGH THE EFFICIENT DELIVERY OF EXCELLENT, INNOVATIVE AND COMPASSIONATE CARE. false false 9539429 8378263 PROVIDING QUALITY MEDICARE CERTIFIED HOME HEALTH CARE VISITS TO PATIENTS IN DUTCHESS COUNTY AND ULSTER COUNTY, NY. 9539429 true 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 false true 10 0 true 90 true 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 false true false NY X Karen Darcy 2037394593 100 Reserve Road Danbury CT 06810 ALEXANDER DELUCIA CHAIR 3.0 6.0 X X 0 0 0 GREG WILLIAMS DIRECTOR; VICE CHAIR (FROM 09/27) 2.0 4.0 X X 0 0 0 JAMES M POST VICE CHAIR (TO 08/01) 3.0 6.0 X X 0 0 0 MARY GRIFFIN DIRECTOR/Secretary 4.0 2.0 X X 0 0 0 FABRICIO S NUNES DIRECTOR 2.0 4.0 X 0 0 0 LAURA GARZA DIRECTOR 2.0 4.0 X 0 0 0 LISA A ESNEAULT DIRECTOR (FROM 07/2024) 2.0 4.0 X 0 0 0 MICHAEL MALONE DIRECTOR 2.0 4.0 X 0 0 0 ALYSON BLANCK VP OF HOME CARE OPERATIONS 27.0 13.0 X 0 360945 52318 BRIAN WYATT ASSISTANT SECRETARY & CHIEF LEGAL OFFICER 2.0 48.0 X 0 634212 124638 DANIEL DEBARBA CHIEF FINANCIAL OFFICER; TREASURER 2.0 48.0 X 0 1474165 175627 SHARON ADAMS PRESIDENT DANBURY HOSPITAL; EASTERN REGIONAL PRESIDENT 2.0 46.0 X 0 1060780 22810 DONNA FISHER EXECUTIVE DIRECTOR OF HQ HOME CARE 20.0 20.0 X 185764 0 31923 AMY HESS MANAGER THERAPY SERVICES 40.0 0 X 136774 0 11670 HUDA T SCHEIDELMAN RN CASE MANAGER- HOME HEALTH 40.0 0 X 159205 0 45714 PATRICIA RANDOLPH RN CASE MANAGER- HOME HEALTH 40.0 0 X 137050 0 20943 ROBIN STEVENS MANAGER CLINICAL SERVICES CENTRAL 40.0 0 X 143603 0 21269 SANDRA A KERN DIRECTOR PATIENT CARE SERVICES 40.0 0 X 144008 0 51584 JOHN M MURPHY MD FORMER TRUSTEE/CEO OF NUVANCE 0.0 50.0 X 0 3902307 53709 906404 7432409 612205 24 true true false CMG CIT ACQUISITION LLC PO BOX 306478 NASHVILLE TN 37230 MEDICAL STAFFING 251465 LECHASE CONSTRUCTION SERVICES LLC 205 INDIGO CREEK DRIVE ROCHESTER NY 14626 CONSTRUCTION 208120 MC BEE ASSOCIATES INC PO BOX 713519 PHILADELPHIA PA 19171 CODING 166504 3 0 NET PATIENT SERVICE REVENUE 621610 8374921 8374921 0 0 0 0 8374921 159282 159282 0 0 0 0 MEDICAL RECORDS 621610 2832 2832 PURCHASE DISCOUNT 900099 510 510 0 0 0 0 3342 8537545 8378263 0 159282 0 0 221559 186893 34666 6883872 5806797 1077075 297430 250893 46537 1687096 1423127 263969 506790 427496 79294 7602 7602 12070 12070 268141 226187 41954 0 14284 12049 2235 170371 143714 26657 210074 177205 32869 35202 29694 5508 222125 187371 34754 47 40 7 169100 142642 26458 8394 8394 EQUIPMENT RENTAL AND MAINT. 213428 180034 33394 CLINICAL CODING 191784 191784 MEDICAL SUPPLIES 142827 142827 DUES AND LICENSES 12656 10676 1980 0 0 0 0 11274852 9539429 1735423 0 6085752 1000843 1277754 1361797 0 0 0 0 151775 127206 1022396 826196 244069 196200 0 0 226100 851067 80609 81282 8066059 3618395 627576 774856 0 0 20009833 18152196 20637409 18927052 X -12571350 -15308657 -12571350 -15308657 8066059 3618395 -2737307 0 X false true X true false X 0 5000 0 0 0 5000 4161096 4666185 5490048 6096345 8374921 28788595 0 0 0 0 0 0 0 0 0 0 0 0 0 4161096 4671185 5490048 6096345 8374921 28793595 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 28793595 236 0 16750 297834 159282 474102 0 236 0 16750 297834 159282 474102 0 0 0 0 0 0 730 146 2098 19038 3342 25354 4162062 4671331 5508896 6413217 8537545 29293051 0.9829 0.9855 0.02 0.01 X Schedule A, Part III, Line 12 Other Income DESCRIPTION - MEDICAL RECORDS, COLUMN A - 730.0, COLUMN B - 138.0, COLUMN C - 1972.0, COLUMN D - 1334.0, COLUMN E - 2832.0, COLUMN F - 7006.0; DESCRIPTION - PURCHASE DISCOUNT, COLUMN A - , COLUMN B - 8.0, COLUMN C - 126.0, COLUMN D - 301.0, COLUMN E - 510.0, COLUMN F - 945.0; DESCRIPTION - EMPLOYEE RETENTION CREDIT, COLUMN A - , COLUMN B - , COLUMN C - , COLUMN D - 17403.0, COLUMN E - , COLUMN F - 17403.0; 268822 98857 169965 753574 727339 26235 196200 DUE TO RELATED PARTIES 17725495 THIRD PARTY RESERVES 284201 MISCELLANEOUS PAYABLE - L/T 142500 18152196 X Schedule D, Part X, Line 2 FIN 48 (ASC 740) footnote LIABILITY FOR UNCERTAIN TAX POSITIONS - AS OF SEPTEMBER 30, 2024, THERE ARE NO UNRECOGNIZED TAX BENEFITS RESULTING FROM UNCERTAIN TAX POSITIONS. X true true false true false false false false false true false JOHN M MURPHY MD FORMER TRUSTEE/CEO OF NUVANCE 0 1598817 0 1994805 0 308685 0 19800 0 33909 0 3956016 0 0 SHARON ADAMS PRESIDENT DANBURY HOSPITAL; EASTERN REGIONAL PRESIDENT 0 697743 0 225000 0 138037 0 19800 0 3010 0 1083590 0 0 ALYSON BLANCK VP OF HOME CARE OPERATIONS 0 276397 0 74500 0 10048 0 19800 0 32518 0 413263 0 0 DANIEL DEBARBA CHIEF FINANCIAL OFFICER; TREASURER 0 810684 0 623143 0 40338 0 146400 0 29227 0 1649792 0 0 BRIAN WYATT ASSISTANT SECRETARY & CHIEF LEGAL OFFICER 0 480215 0 150000 0 3997 0 77562 0 47076 0 758850 0 0 DONNA FISHER EXECUTIVE DIRECTOR OF HQ HOME CARE 179000 0 5000 0 1764 0 11344 0 20579 0 217687 0 0 0 HUDA T SCHEIDELMAN RN CASE MANAGER- HOME HEALTH 153342 0 4538 0 1325 0 9665 0 36049 0 204919 0 0 0 PATRICIA RANDOLPH RN CASE MANAGER- HOME HEALTH 129200 0 577 0 7273 0 8288 0 12655 0 157993 0 0 0 SANDRA A KERN DIRECTOR PATIENT CARE SERVICES 135414 0 6000 0 2594 0 9259 0 42325 0 195592 0 0 0 ROBIN STEVENS MANAGER CLINICAL SERVICES CENTRAL 123861 0 16667 0 3075 0 8674 0 12595 0 164872 0 0 0 Schedule J, Part I, Line 1a Tax indemnification and gross-up payments FOR THE FOLLOWING, BENEFITS REPORTED IN PART VII INCLUDES GROSS-UP PAYMENTS FOR A TAXABLE TRAVEL STIPEND AND/OR EMPLOYEE RECOGNITION PROGRAM AWARD: 5 HIGHEST-COMPENSATED EMPLOYEES Schedule J, Part I, Line 3 Arrangement used to establish the top management official's compensation HEALTH QUEST HOME CARE (CERTIFIED) RELIED ON NUVANCE HEALTH (NH), A RELATED ORGANIZATION, WHICH USED AN EXECUTIVE COMPENSATION COMMITTEE, AN INDEPENDENT THIRD PARTY, WRITTEN EMPLOYMENT CONTRACTS, COMPENSATION SURVEYS OR STUDIES AND, APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE TO GATHER COMPARABLE DATA TO APPROVE AND DETERMINE COMPENSATION FOR THE CEO, TOP MANAGEMENT AND OTHER KEY EMPLOYEES. Schedule J, Part I, Line 4b Supplemental nonqualified retirement plan EFFECTIVE OCTOBER 1, 2020, NUVANCE HEALTH 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 OF 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 2023, THE FOLLOWING AMOUNTS EARNED BY THE PARTICIPANTS ARE REPORTED ON SCHEDULE J, PART II, COLUMN C RETIREMENT AND OTHER DEFERRED COMPENSATION: DANIEL DEBARBA $126,600 BRIAN WYATT $ 57,763 FOR CALENDAR YEAR 2023, THE FOLLOWING AMOUNTS EARNED AND PAID TO PARTICIPANTS WERE REPORTED ON SCHEDULE J, PART II, COLUMN B(iii) OTHER REPORTABLE COMPENSATION: JOHN M. MURPHY, MD $280,143 SHARON ADAMS $ 95,160 Schedule J, Part I, Line 7 Non-fixed payments NUVANCE HEALTH ANNUAL LEADERSHIP INCENTIVE PLAN (ALIP) (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 (A) - TIER II, PHYSICIAN EXECUTIVE (B) - 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 APPROPRIATELY 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 AND TIER II (A) 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. Form 990, Part VI, Line 14 DOCUMENT RETENTION AND DESTRUCTION POLICY THE ORGANIZATION FOLLOWS A RECORD RETENTION POLICY THAT HAS BEEN APPROVED ONLY BY THE AUDIT COMMITTEE, NOT THE FULL BOARD. Form 990, Part VI, Line 6 Classes of members or stockholders THE SOLE MEMBER OF HEALTH QUEST HOME CARE (CERTIFIED) IS HEALTH QUEST SYSTEMS, INC. NUVANCE HEALTH IS THE SOLE MEMBER OF HEALTH QUEST SYSTEMS, INC. ON FEBRUARY 28, 2024, NUVANCE HEALTH ENTERED INTO AN AFFILIATION AGREEMENT WITH NORTHWELL HEALTH, INC. ("NORTHWELL"), PURSUANT TO WHICH NORTHWELL OR AN AFFILIATED ENTITY WOULD BECOME THE ACTIVE PARENT AND SOLE CORPORATE MEMBER OF NUVANCE HEALTH. THIS TRANSACTION WAS SUBJECT TO THE RECEIPT OF REGULATORY APPROVALS AND THE SATISFACTION OF CLOSING CONDITIONS. EFFECTIVE MAY 1, 2025, THE PARTIES CLOSED THE TRANSACTION AND NORTHWELL, INC. (WHICH IS THE ULTIMATE SOLE CORPORATE MEMBER OF NORTHWELL) BECAME THE SOLE CORPORATE MEMBER OF NORTHWELL HEALTH SYSTEM, INC., WHICH BECAME THE PARENT ENTITY OF NUVANCE HEALTH. Form 990, Part VI, Line 7a Members or stockholders electing members of governing body THE MEMBER (HEALTH QUEST SYSTEMS, INC.) SHALL ELECT THE CORPORATION'S OFFICERS. SUBJECT TO THE APPROVAL OF THE MEMBER, ANY VACANCY OR VACANCIES OCCURRING IN ANY OFFICE OF THE CORPORATION MAY BE FILLED UNTIL THE NEXT MEETING AT WHICH OFFICERS ARE ELECTED BY THE AFFIRMATIVE VOTE OF THE REMAINING DIRECTORS IN OFFICE AT ANY MEETING OF THE BOARD, THOUGH SUCH REMAINING DIRECTORS MAY CONSTITUTE LESS THAN A QUORUM. ANY OFFICER MAY BE REMOVED AT ANY TIME WITH OR WITHOUT CAUSE BY THE MEMBER. Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders CERTAIN FUNDAMENTAL DECISIONS TO BE UNDERTAKEN BY HEALTH QUEST HOME CARE (CERTIFIED) REQUIRE THE APPROVAL OF THE MEMBER, INCLUDING BUT NOT LIMITED TO THE FOLLOWING: (I) ELECTION OR REMOVAL OF A DIRECTOR OR AN OFFICER WHO IS NOT AN EMPLOYEE OR CONTRACTOR; (II) AMENDMENT OF CORPORATION'S ORGANIZATIONAL DOCUMENTS; (III) APPROVAL OF ALL AUDITED FINANCIAL STATEMENTS, WHICH INCLUDES REVIEW OF THE SYSTEM WIDE ACCOUNTING POLICIES AND CONTROLS AND THE SELECTION OF THE INDEPENDENT AUDITORS; (IV) ADOPTION OF OR ANY MATERIAL REVISIONS TO THE CAPITAL BUDGET AND OPERATING BUDGET; (V) ANY MERGER, CONSOLIDATION OR SIMILAR TRANSACTION; (VI) ANY INCURRENCE, ASSUMPTION, OR GUARANTEE OF ANY DEBT. Form 990, Part VI, Line 11b Review of form 990 by governing body THE FORMS 990 FOR NUVANCE HEALTH AND AFFILIATED ENTITIES ARE PREPARED BY THE NUVANCE HEALTH TAX DEPARTMENT WITH ASSISTANCE FROM VARIOUS DEPARTMENTS THROUGHOUT THE ORGANIZATION. THE RETURNS ARE REVIEWED BY MANAGEMENT AND AN INDEPENDENT ACCOUNTING FIRM. A COMPLETE DRAFT IS THEN POSTED TO AN INTRANET SITE FOR NUVANCE HEALTH BOARD MEMBERS, THE ULTIMATE PARENT OF THE ORGANIZATION, TO REVIEW THE RETURNS PRIOR TO FILING. THE FORMS 990 ARE THEN SIGNED AND FILED WITH THE IRS. Form 990, Part VI, Line 12c Conflict of interest policy OFFICERS, TRUSTEES/DIRECTORS, KEY EMPLOYEES AND OTHER DISQUALIFIED PERSONS ARE REQUIRED TO COMPLETE A CONFLICT-OF-INTEREST QUESTIONNAIRE ANNUALLY. RESPONSES ARE REVIEWED BY THE CHIEF COMPLIANCE, AUDIT & PRIVACY OFFICER. ALSO, THEY ARE REQUIRED TO DISCLOSE ANY CONFLICT TO THE BOARD OR DIRECTLY TO THE CHAIRMAN PRIOR TO ANY MEETING. AFTER A POTENTIAL CONFLICT OF INTEREST IS DISCLOSED ALONG WITH ALL RELATED MATERIAL FACTS, THE BOARD PROCEEDS TO DISCUSS AND DETERMINE THROUGH A MAJORITY VOTE OF THE DISINTERESTED MEMBERS WHETHER AN ACTUAL CONFLICT OR DUALITY OF INTEREST EXISTS. IF THE INTERESTED PERSON IS PRESENT AT THE START OF THE DISCUSSION, HE OR SHE MAY ANSWER QUESTIONS RELATED TO THE MATTER AND PROVIDE ADDITIONAL, RELEVANT FACTS BUT IS REQUIRED TO LEAVE THE MEETING DURING DELIBERATIONS REGARDING WHETHER AN ACTUAL CONFLICT OR DUALITY OF INTEREST EXISTS. Form 990, Part VI, Line 15b Process to establish compensation of other employees 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% GEOGRAPHIC 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 EXECUTIVE 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. COMPENSATION REVIEW AND APPROVAL PROCESS IS IDENTICAL TO THE PROCESS FOR THE CEO. 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 GOVERNING DOCUMENTS, POLICIES AND FINANCIAL STATEMENTS FOR THE AFFILIATE ARE AVAILABLE TO THE PUBLIC UPON REQUEST. THE DOCUMENTS ARE PROVIDED EITHER ELECTRONICALLY OR PAPER COPIES. IN ADDITION, CERTAIN FINANCIAL INFORMATION IS AVAILABLE ON VARIOUS WEBSITES DUE TO REGULATORY FILINGS SUCH AS THE 990. Form 990, Part VII, Section A FOR THOSE OFFICERS AND TOP 5 EMPLOYEES, FOR WHICH ONLY 40 HOURS IS NOTED TO REFLECT PAID HOURS, ACTUAL HOURS WORKED EXCEEDED THIS AMOUNT. NOTE: ALL AMOUNTS IN COLUMN F, OF PART VII,"ESTIMATED AMOUNT OF OTHER COMPENSATION", REPRESENT BENEFITS, AND DO NOT REFLECT ANY COMPENSATION FOR WHICH THE AVERAGE AMOUNT OF TIME WORKED CAN BE REFLECTED. ALAMO AMBULANCE SERVICE INC 45 READE PLACE POUGHKEEPSIE NY 12601 141745417 TRANSPORTATION NY 501(c)(3) Type III-FI HQ true DANBURY HOSPITAL & NEW MILFORD HOSPITAL FOUNDATION INC 24 HOSPITAL AVENUE DANBURY CT 06810 237425557 FUNDRAISING CT 501(c)(3) 7 WCHN true THE DANBURY HOSPITAL 24 HOSPITAL AVENUE DANBURY CT 06810 060646597 HOSPITAL CT 501(c)(3) 3 WCHN true EASTERN NEW YORK MEDICAL SERVICES PC 3423 DANBURY ROAD BREWSTER NY 10509 455431389 PHYSICIAN SERVICES NY 501(c)(3) 10 WCHN true HEALTH QUEST HOME CARE INC (LICENSED) 2649 SOUTH ROAD SUITE 220 POUGHKEEPSIE NY 12601 141788412 HOME HEALTH NY 501(c)(3) 10 HQ true NUVANCE HEALTH MEDICAL PRACTICE PC 45 READE PLACE POUGHKEEPSIE NY 12601 562669185 PHYSICIAN SERVICES NY 501(c)(3) 10 HQ true HEALTH QUEST SYSTEMS INC 45 READE PLACE POUGHKEEPSIE NY 12601 141678068 SUPPORT/MANAGEMENT NY 501(c)(3) 10 NUVANCE true HEALTH QUEST URGENT MEDICAL CARE PRACTICE PC 45 READE PLACE POUGHKEEPSIE NY 12601 800152047 PHYSICIAN SERVICES NY 501(c)(3) 10 HQ true HUDSON VALLEY CARDIOVASCULAR PRACTICE PC 1 COLUMBIA POUGHKEEPSIE NY 12601 463756713 PHYSICIAN SERVICES NY 501(c)(3) 10 HQ true NDH FOUNDATION 6531 SPRINGBROOK AVENUE RHINBECK NY 12572 141776208 FUNDRAISING NY 501(c)(3) 7 HQ true NORTHERN DUTCHESS HOSPITAL 6511 SPRINGBROOK AVENUE RHINEBECK NY 12572 141338467 HOSPITAL NY 501(c)(3) 3 HQ true NORTHERN DUTCHESS RESIDENTIAL HEALTHCARE FACILITY INC 6525 SPRINGBROOK AVENUE RHINEBECK NY 12572 223129608 NURSING HOME NY 501(c)(3) 10 HQ true NORWALK HOSPITAL FOUNDATION INC 34 MAPLE STREET NORWALK CT 06850 222577707 FUNDRAISING CT 501(c)(3) 7 WCHN true NUVANCE HEALTH 45 READE PLACE POUGHKEEPSIE NY 12601 834214573 SUPPORT/MANAGEMENT NY 501(c)(3) Type III-FI NA false NUVANCE HEALTH MEDICAL PRACTICE CT INC 100 RESERVE ROAD DANBURY CT 06810 PHYSICIAN SERVICES CT 501(c)(3) 10 WCHN true PUTNAM HOSPITAL 670 STONELEIGH AVENUE CARMEL NY 10512 146019179 HOSPITAL NY 501(c)(3) 3 HQ true PUTNAM HOSPITAL CENTER FOUNDATION INC 670 STONELEIGH AVENUE CARMEL NY 10512 061399319 FUNDRAISING NY 501(c)(3) Type I HQ true THE NORWALK HOSPITAL ASSOCIATION 34 MAPLE STREET NORWALK CT 06850 066068853 HOSPITAL CT 501(c)(3) 3 WCHN true VASSAR BROTHERS HOSPITAL FOUNDATION 45 READE PLACE POUGHKEEPSIE NY 12601 141736429 FUNDRAISING NY 501(c)(3) 7 HQ true VASSAR BROTHERS MEDICAL CENTER 45 READE PLACE POUGHKEEPSIE NY 12601 141338586 HOSPITAL NY 501(c)(3) 3 HQ true VASSAR HEALTH CONNECTICUT INC 50 HOSPITAL HILL ROAD SHARON CT 06069 815056290 HOSPITAL CT 501(c)(3) 3 HQ true WELLS MANOR HOUSING DEVELOPMENT FUND CORP 56 ASTOR DRIVE RHINEBECK NY 12572 112611902 LOW INCOME NY 501(c)(3) PF HQ true WESTERN CONNECTICUT HOME CARE INC 100 SAW MILL ROAD DANBURY CT 06810 060655138 HOME HEALTHCARE CT 501(c)(3) 10 WCHN true WESTERN CONNECTICUT HEALTH NETWORK AFFILIATES INC 100 RESERVE ROAD DANBURY CT 06810 222594968 OUTPATIENT HEALTHCARE SERVICES CT 501(c)(3) 10 WCHN true WESTERN CONNECTICUT HEALTH NETWORK INC 100 RESERVE ROAD DANBURY CT 06810 222594977 SUPPORT/MANAGEMENT CT 501(c)(3) Type II NUVANCE true Western Connecticut Health Network Investments LLC 100 Reserve Road Danbury CT 06810 475523212 Investments CT 501(c)(3) Type I NA false NEW MILFORD MRI LLC 100 RESERVE ROAD DANBURY CT 06810 271877801 INACTIVE CT NA N/A false false NORWALK SURGERY CENTER LLC 40 CROSS STREET SUITE 120 NORWALK CT 06851 272394942 SURGERY CENTER CT NA N/A false false NUVANCE HEALTH INSURANCE COMPANY LTD PO BOX 1159 GRAND CAYMAN CJ KY11102 980438151 MALPRACTICE CJ NUVANCE HEALTH C Corporation false SWC CORPORATION 24 STEVENS STREET NORWALK CT 06850 222577718 PHARMACY CT NA C Corporation false TACONIC IPA INC 45 READE PLACE POUGHKEEPSIE NY 12601 223007320 MEDICAL CARE CT NA C Corporation false VASSAR HEALTH QUEST MEDICAL PRACTICE OF CONNECTICUT INC 100 RESERVE ROAD DANBURY CT 06810 821466583 MEDICAL CARE CT NA C Corporation false false false false false false false false false false false false false true false false true true true false Nuvance Health M 589482 Cost Method Nuvance Health P 47832 Cost Method The Danbury Hospital P 62376 Cost Method Health Quest Systems Inc M 79911 Cost Method Health Quest Systems Inc P 825018 Cost Method Vassar Brothers Medical Center P 60977 Cost Method Western Connecticut Health Network Inc Q 3850835 Cost Method Western Connecticut Health Network Inc R 406584 Cost Method