2025-05-08T10:11:16-05:00 2024-06-30 222517863 WELLSPAN HEALTH 3350 WHITEFORD ROAD YORK PA 17402 990 2023-07-01 251716306 SUMMIT PHYSICIAN SERVICES SUMM 7178513055 PO BOX 2767 YORK PA 174052767 LAURA BUCZKOWSKI EXECUTIVE VP & CFO 7178513055 2025-05-08 1 1 DAVID RIZZUTO P01210563 7178513055 2025-04-28 2023 2025-03-06 01:10:19Z ROXANNA GAPSTUR PO BOX 2767 YORK PA 174052767 95614761 0 X WWW.WELLSPAN.ORG X 1993 PA PROVIDES MEDICAL AND SURGICAL CARE TO PATIENTS WITHOUT REGARD TO THE ABILITY TO PAY. 15 2 667 2 0 0 148852 51560 172082304 95278934 50323 2005 320427 282262 172601906 95614761 0 0 0 0 144754167 78727894 0 0 0 42804250 19752807 187558417 98480701 -14956511 -2865940 0 0 0 0 0 0 X SUMMIT PHYSICIAN SERVICES, AND THE ASSOCIATED WELLSPAN MEDICAL GROUP, OPERATE ON THE BELIEF THAT A LARGE, WELL-ORGANIZED GROUP PRACTICE, BASED ON PRIMARY AND PREVENTIVE CARE, AND WORKING COLLABORATIVELY AS PART OF AN INTEGRATED HEALTH CARE DELIVERY SYSTEM, CAN DELIVER A SUPERIOR STANDARD OF CARE. ITS MISSION IS TO PROMOTE AND TO PROVIDE QUALITY, COST-EFFECTIVE HEALTH CARE SERVICES WHICH SEEK TO IMPROVE THE HEALTH STATUS OF THE COMMUNITY. SUMMIT PHYSICIAN SERVICES PROVIDES CARE WITHOUT REGARD FOR AN INDIVIDUAL'S HEALTH STATUS OR ABILITY TO PAY. 0 0 91283320 0 95278934 SUMMIT PHYSICIAN SERVICES, WHICH DOES NOT CONTEMPLATE PECUNIARY GAIN OR PROFIT, INCIDENTAL OR OTHERWISE, WAS FORMED FOR THE PURPOSES OF FURTHERING THE CHARITABLE PURPOSES OF WELLSPAN HEALTH, AND PROMOTING THE PROVISION OF HEALTH CARE SERVICES IN SOUTH CENTRAL PENNSYLVANIA, INCLUDING FRANKLIN, LANCASTER, LEBANON, YORK AND ADAMS COUNTIES, BY PROVIDING CLINICALLY EFFECTIVE HEALTH CARE SERVICES, INCLUDING PROFESSIONAL HEALTH CARE SERVICES, IN A COST EFFECTIVE MANNER IN SETTINGS APPROPRIATE TO PATIENT AND PAYOR NEEDS UNDER A VARIETY OF HEALTH CARE FINANCING ARRANGEMENTS; ENHANCING THE CONTINUITY AND QUALITY OF HEALTH CARE SERVICES PROVIDED TO PATIENTS; ENSURING THE CONTINUED LOCAL PATIENT ACCESS TO HEALTH CARE SERVICES; ENHANCING THE HEALTH STATUS OF THE COMMUNITIES SERVED BY WELLSPAN HEALTH; EFFECTIVELY RESPONDING TO CHANGING PAYOR REQUIREMENTS; ACHIEVING EXCELLENCE IN CLINICAL INNOVATIONS, SERVICE, QUALITY, COST AND OUTCOMES; AND ACHIEVING OPERATING EFFICIENCIES, SUCH AS CONTAINING AND REDUCING COSTS AND AVOIDING UNNECESSARY DUPLICATION OF SERVICES AND EQUIPMENT, THEREBY UTILIZING RESOURCES MORE EFFECTIVELY.SEE WELLSPAN HEALTH - 2024 COMMUNITY BENEFIT REPORT LOCATED AT HTTPS://WWW.WELLSPAN.ORG/ABOUT-WELLSPAN/IMPROVING-HEALTHY-COMMUNITIES/COMMUNITY-BENEFIT. 91283320 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 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 0 0 667 1 0 0 0 0 0 0 0 0 0 0 0 0 X 15 2 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 1 0 PA X DAVID P RIZZUTO 7178513055 3350 WHITEFORD ROAD YORK PA 174052767 ANTHONY AQUILINA DO EXEC. VP & CHIEF PHYSICIAN EXECUTIVE 1.00 40.00 X X 0 1255881 78444 TARA ASSI PA-C DIRECTOR 1.00 40.00 X 0 165103 60631 AMBER BILLET MD DIRECTOR 1.00 40.00 X 0 359132 65302 H WALLACE BRUBAKER DIRECTOR (UNTIL DEC. '23) 1.00 40.00 X 0 231796 58491 ALMIRA CONTRACTOR MD CHAIR 1.00 40.00 X X 0 260157 63432 ANGELA HEILAND MD CHAIR (UNTIL DEC. '23) 1.00 40.00 X 0 300785 59351 JULIAN ESTEBAN MD DIRECTOR 1.00 40.00 X 0 719881 74856 STEPHEN FLACK MD VICE CHAIR 1.00 40.00 X X 12532 612677 74342 LESLEY HUGHES MD DIRECTOR 1.00 40.00 X 0 562310 55517 ROBERT KNIPE DO DIRECTOR 1.00 40.00 X 0 735323 72492 ROBERT PARGAMENT MD DIRECTOR 1.00 40.00 X 0 294281 65306 ROXANNA GAPSTUR PHD RN PRESIDENT & CEO - WELLSPAN HEALTH 1.00 40.00 X X 0 3023715 100269 LAURA BUCZKOWSKI EXECUTIVE VP & CFO - WELLSPAN HEALTH 1.00 40.00 X X 0 1256714 79480 AMY NELSON SECRETARY/SR VP & GENERAL COUNSEL 1.00 40.00 X X 0 846535 96211 DUANE BRITTON DIRECTOR 1.00 1.00 X 0 0 0 LARRY MILLER DIRECTOR 1.00 1.00 X 0 0 0 SRIKANTH HOSUR MD DIRECTOR 1.00 40.00 X 0 707865 53982 NADEEM QUAZI MD SURGEON 40.00 0.00 X 1215516 0 76266 JOSHUA DUNKLEBARGER MD OTOLARYNGOLOGIST 40.00 0.00 X 1088061 0 76846 BRAD CONNER MD SURGEON 40.00 0.00 X 1052776 0 85773 WAYNE LEDINH MD SURGEON 40.00 0.00 X 1028454 0 77679 AYLMER TANG MD CARDIAC INTERVENTIONALIST 40.00 0.00 X 1020212 0 65027 FARAAZ YOUSUF FORMER EXECUTIVE VP & COO 0.00 0.00 X 0 1061597 60032 5417551 12393752 1499729 102 1 1 0 0 51560 51560 PATIENT SERVICES 621110 58238929 58238929 SALARY & SPECIALIST 621110 37035713 37035713 TEACHING SERVICES 621110 4292 4292 95278934 1825 1825 2421 0 2421 2421 2421 180 0 180 180 180 SALARY INCOME 621110 268159 268159 WORK FIRST OCCUP. 621110 11682 11682 279841 95614761 95278934 0 284267 65738253 60387477 5350776 2428240 2192806 235434 7695791 6978787 717004 2865610 2587905 277705 5300828 5250092 50736 2381 2363 18 222771 214374 8397 190044 179080 10964 3135256 2801169 334087 138039 127858 10181 184097 175651 8446 904412 796840 107572 941387 875933 65454 MEDICAL SUPPLIES 6750820 6750820 BAD DEBT 1678868 1678868 REPAIRS & MAINTENANCE 166253 146206 20047 TAXES & LICENSES 92519 92338 181 45132 44753 379 98480701 91283320 7197381 0 0 0 0 0 X 0 0 0 0 X -2865940 2865940 X 0 1 X 1 0 X 56696679 22986928 880722 148852 51560 80764741 88131714 71346767 154805749 172082304 95278934 581645468 144828393 94333695 155686471 172231156 95330494 662410209 0 0 0 662410209 42045 37284 53536 54987 4246 192098 42045 37284 53536 54987 4246 192098 10749 43677108 808295 317627 279841 45093620 144881187 138048087 156548302 172603770 95614581 707695927 0.93600 0.90990 0.00030 0.00040 X SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME: OTHER INCOME - 2019 AMOUNT: $ 10,749. 2020 AMOUNT: $ 43,677,108. 2021 AMOUNT: $ 530,098. MANAGEMENT SERVICE REVENUE - SALARY INCOME - 2021 AMOUNT: $ 172,362. 2022 AMOUNT: $ 236,262. 2023 AMOUNT: $ 268,159. WORK FIRST OCCUP - 2021 AMOUNT: $ 105,835. 2022 AMOUNT: $ 81,365. 2023 AMOUNT: $ 11,682. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 X 96801833 1187072 1187072 95614761 0 95614761 96801833 0 96801833 1678868 1678868 98480701 PART X, LINE 2: THE COMPANY AND MOST OF ITS SUBSIDIARIES (INCLUDING CERTAIN JOINT VENTURE ENTITIES) ARE EXEMPT FROM FEDERAL INCOME TAXES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THEIR RELATED INCOME IS EXEMPT FROM FEDERAL INCOME TAX UNDER SECTION 501(A). SOME OF THE SUBSIDIARIES ARE TAXABLE ENTITIES, AND SOME OF THE INCOME OF THE TAX EXEMPT ENTITIES IS SUBJECT TO TAXATION AS UNRELATED BUSINESS TAXABLE INCOME. THE COMPANY AND ITS SUBSIDIARIES FILE U.S. FEDERAL INCOME TAX RETURNS, AND THEY ALSO FILE IN VARIOUS STATE AND FOREIGN JURISDICTIONS. THE COMPANY ACCOUNTS FOR UNCERTAIN TAX POSITIONS IN ACCORDANCE WITH ASC TOPIC 740, INCOME TAXES. THE COMPANY ACCOUNTS FOR UNCERTAINTY IN INCOME TAX POSITIONS BY APPLYING A RECOGNITION THRESHOLD AND MEASUREMENT ATTRIBUTE FOR FINANCIAL STATEMENT RECOGNITION AND MEASUREMENT OF A TAX POSITION TAKEN OR EXPECTED TO BE TAKEN IN A TAX RETURN. THE COMPANY HAS DETERMINED THAT NO SIGNIFICANT UNRECOGNIZED TAX BENEFITS OR LIABILITIES EXIST AS OF JUNE 30, 2024 AND 2023. ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES, ASC TOPIC 740-10 PRESCRIBES A COMPREHENSIVE MODEL FOR HOW AN ORGANIZATION SHOULD MEASURE, RECOGNIZE, PRESENT AND DISCLOSE IN ITS FINANCIAL STATEMENTS UNCERTAIN TAX POSITIONS THAT AN ORGANIZATION HAS TAKEN OR EXPECTS TO TAKE ON A TAX RETURN. THE COMPANY IS SUBJECT TO ROUTINE AUDITS BY TAXING JURISDICTIONS. THERE ARE NO CURRENT AUDITS IN PROGRESS. AS OF JUNE 30, 2024, THE COMPANY HAS NO UNCERTAIN TAX POSITIONS. A SUBSIDIARY OF THE COMPANY IS CLASSIFIED AS A RECIPROCAL RISK RETENTION GROUP (RRRG) FORMED UNDER THE FEDERAL LIABILITY RISK RETENTION ACT OF 1986. RRRG QUALIFIES AS AN INSURANCE COMPANY FOR FEDERAL INCOME TAX PURPOSES. RRRG IS DOMICILED IN VERMONT (VT) AND OPERATES WITHIN THE STATES OF PENNSYLVANIA (PA) AND MARYLAND (MD). VT, PA, AND MD DO NOT IMPOSE A CORPORATE INCOME TAX ON INSURANCE COMPANIES. PART XI, LINE 2D - OTHER ADJUSTMENTS: TRANSFER FROM WELLSPAN MEDICAL GROUP 2,865,940. BAD DEBT -1,678,868. PART XII, LINE 4B - OTHER ADJUSTMENTS: BAD DEBT 1,678,868. X X 1 0 X X X X 0 1 0 0 0 0 0 0 0 ROXANNA GAPSTUR PHD RN PRESIDENT & CEO - WELLSPAN HEALTH 0 1654407 0 1111800 0 257508 0 14469 0 85800 0 3123984 0 122031 LAURA BUCZKOWSKI EXECUTIVE VP & CFO - WELLSPAN HEALTH 0 796549 0 382500 0 77665 0 18101 0 61379 0 1336194 0 0 ANTHONY AQUILINA DO EXEC. VP & CHIEF PHYSICIAN EXECUTIVE 0 812196 0 408000 0 35685 0 18277 0 60167 0 1334325 0 0 NADEEM QUAZI MD SURGEON 693141 0 374764 0 147611 0 17008 0 59258 0 1291782 0 0 0 JOSHUA DUNKLEBARGER MD OTOLARYNGOLOGIST 947439 0 0 0 140622 0 16754 0 60092 0 1164907 0 0 0 BRAD CONNER MD SURGEON 729083 0 174645 0 149048 0 18143 0 67630 0 1138549 0 0 0 FARAAZ YOUSUF FORMER EXECUTIVE VP & COO 0 1045354 0 0 0 16243 0 0 0 60032 0 1121629 0 0 WAYNE LEDINH MD SURGEON 662833 0 230350 0 135271 0 18023 0 59656 0 1106133 0 0 0 AYLMER TANG MD CARDIAC INTERVENTIONALIST 696828 0 225000 0 98384 0 5919 0 59108 0 1085239 0 0 0 AMY NELSON SECRETARY/SR VP & GENERAL COUNSEL 0 548624 0 222525 0 75386 0 42139 0 54072 0 942746 0 0 ROBERT KNIPE DO DIRECTOR 0 723073 0 12250 0 0 0 17515 0 54977 0 807815 0 0 JULIAN ESTEBAN MD DIRECTOR 0 661381 0 58500 0 0 0 18298 0 56558 0 794737 0 0 SRIKANTH HOSUR MD DIRECTOR 0 522371 0 134870 0 50624 0 19039 0 34943 0 761847 0 0 STEPHEN FLACK MD VICE CHAIR 12147 408104 385 204323 0 250 842 19051 2281 52168 15655 683896 0 0 LESLEY HUGHES MD DIRECTOR 0 562260 0 0 0 50 0 19800 0 35717 0 617827 0 0 AMBER BILLET MD DIRECTOR 0 358742 0 390 0 0 0 19709 0 45593 0 424434 0 0 ANGELA HEILAND MD CHAIR (UNTIL DEC. '23) 0 264923 0 35862 0 0 0 16995 0 42356 0 360136 0 0 ROBERT PARGAMENT MD DIRECTOR 0 289240 0 0 0 5041 0 16475 0 48831 0 359587 0 0 ALMIRA CONTRACTOR MD CHAIR 0 234059 0 26098 0 0 0 14921 0 48511 0 323589 0 0 H WALLACE BRUBAKER DIRECTOR (UNTIL DEC. '23) 0 185237 0 32583 0 13976 0 13392 0 45099 0 290287 0 0 TARA ASSI PA-C DIRECTOR 0 148553 0 16500 0 50 0 10339 0 50292 0 225734 0 0 PART I, LINE 1A THE OFFICERS RECEIVE AN ALLOWANCE THAT CAN BE CONSIDERED A DISCRETIONARY SPENDING ACCOUNT. THE MONIES ARE IN LIEU OF AN AUTOMOBILE ALLOWANCE, TO PURCHASE ADDITIONAL LIFE INSURANCE, ETC. RESULTS FITNESS CLUB MEMBERSHIP IS AVAILABLE FREE OF CHARGE FOR ANY OFFICER AND ACTIVE BOARD MEMBER. PART I, LINE 4B THE WELLSPAN HEALTH SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP) WAS ADOPTED AND MADE EFFECTIVE ON DECEMBER 19TH, 2008. THE OBJECTIVE OF THE EXECUTIVE BENEFITS PROGRAM IS TO PROVIDE AN EXECUTIVE BENEFITS PROGRAM THAT IS COMPETITIVE WITH NATIONAL NORMS IN THE HEALTHCARE INDUSTRY FOR SIMILARLY SIZED ORGANIZATIONS ENABLING WELLSPAN HEALTH TO RECRUIT AND RETAIN TOP EXECUTIVE TALENT. TIER I EXECUTIVES ARE ELIGIBLE TO PARTICIPATE IN THE PLAN. A DESCRIPTION OF THE TARGETED BENEFIT OF THE PLAN IS AS FOLLOWS: 1) PROVIDE AN EMPLOYER SPONSORED RETIREMENT BENEFIT THAT REPLACES 60% OF AVERAGE PRE-RETIREMENT (5 YEARS) BASE COMPENSATION THROUGH A COMBINED APPROACH UTILIZING WELLSPAN'S RETIREMENT PLAN, 50% OF SOCIAL SECURITY, SPLIT-DOLLAR LIFE INSURANCE BENEFIT, AND SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFIT. 2) PROVIDES A MINIMUM BENEFIT AFTER 10 YEARS OF SERVICE. 3) PROVIDES THE FULL TARGETED BENEFIT AFTER 25 YEARS OF SERVICE. 4) BENEFIT IS VESTED WHEN ELIGIBLE EXECUTIVE REACHES AGE 65. THE BENEFIT IS ALSO VESTED UPON DEATH, DISABILITY, JOB ELIMINATION AND "TERMINATION FOR GOOD REASON". 5) CREDITED SERVICE GRANTED ON A 1:2 BASIS FOR PREVIOUS SERVICE IN AN ELIGIBLE TIER II POSITION. 6) TARGETED BENEFIT IS TO BE CALCULATED USING A 15 YEAR CERTAIN PAYOUT. 7) PAYOUT WILL BE IN A LUMP SUM. 8) PAYOUT WILL BE TAXABLE WHEN VESTED. DURING THE CALENDAR YEAR 2023, THERE WERE NO DISTRIBUTIONS FROM THE SERP. THE WELLSPAN HEALTH DEFINED CONTRIBUTION DEFERRED COMPENSATION PLAN WAS ADOPTED AND MADE EFFECTIVE AS OF JULY 1, 2017. THIS PLAN WILL REPLACE THE SERP. AS PART OF THE TRANSITION, EACH PARTICIPANT IN THE SERP WAS GIVEN A ONE-TIME CHOICE TO BE GRANDFATHERED IN THE SERP OR TRANSFER TO THE NEW WELLSPAN HEALTH DEFINED CONTRIBUTION DEFERRED COMPENSATION PLAN. THE OBJECTIVE OF THE WELLSPAN HEALTH DEFINED CONTRIBUTION DEFERRED COMPENSATION PLAN IS TO ATTRACT AND RETAIN EXECUTIVE AND UPPER-LEVEL MANAGEMENT EMPLOYEES OF OUTSTANDING ABILITY. TIERS I, II, III AND A SELECT GROUP OF TIER IV EMPLOYEES ARE ELIGIBLE TO PARTICIPATE IN THE PLAN. A DESCRIPTION OF THE TARGETED BENEFIT OF THE PLAN IS AS FOLLOWS: 1)PROVIDE AN UNFUNDED DEFERRED COMPENSATION BENEFIT TO A SELECT GROUP OF MANAGEMENT AND HIGHLY COMPENSATED EMPLOYEES. 2)PLAN ACCOUNT CONTRIBUTIONS ARE CREDITED EACH YEAR TO A SUBACCOUNT, BASED UPON VARIOUS TIER LEVELS; TIER I, 22%, TIER II, 17%, TIER III, 12%, AND TIER IV, 8%. 3)PARTICIPANT ACCOUNTS ARE CREDITED INTEREST EACH YEAR BY APPLICATION OF THE 30-YEAR U.S. TREASURY RATE ON JUNE 30 OF THE PLAN YEAR THEN ENDING, PLUS ONE PERCENT (1%). 4)PARTICIPANT VESTING OCCURS ON THE EARLIER OF: A)JUNE 30TH OF THE FOURTH PLAN YEAR: 25% PER YEAR B)PARTICIPANT REACHES AGE 65. C)UPON DEATH, DISABILITY, JOB ELIMINATION AND "TERMINATION FOR GOOD REASON". 5)NON-ELECTIVE EMPLOYER CONTRIBUTIONS ARE ALSO PERMITTED. 6)PLAN DISTRIBUTIONS TO BE ADMINISTERED PER THE PLAN DOCUMENT. DURING THE CALENDAR YEAR 2023, THE FOLLOWING INDIVIDUALS RECEIVED DISTRIBUTIONS FROM THE DEFERRED COMPENSATION PLAN: ROXANNA GAPSTUR - $122,031 ADDITIONALLY, ANY VESTED PORTION OF CONTRIBUTIONS MADE TO THE PLAN WHICH ARE NO LONGER SUBJECT TO THE RISK OF FORFEITURE, ARE REFLECTED IN SCHEDULE J, PART II, COLUMN B(III). FORM 990, PART VI, SECTION A, LINE 6 WELLSPAN SUMMIT HEALTH, A NOT-FOR-PROFIT CORPORATION, IS THE SOLE MEMBER OF THE CORPORATION. WELLSPAN HEALTH, A NOT-FOR-PROFIT CORPORATION, IS THE SOLE MEMBER OF WELLSPAN SUMMIT HEALTH. FORM 990, PART VI, SECTION A, LINE 7A THE PRIMARY PURPOSE OF THE GOVERNANCE COMMITTEE, AS ASSIGNED BY THE WELLSPAN HEALTH BOARD OF DIRECTORS, IS TO DEVELOP AND SUPPORT THE CULTURE OF HIGH-FUNCTIONING GOVERNANCE WITHIN THE WELLSPAN SYSTEM, INCLUDING THROUGH POLICIES, NOMINATIONS, COMPETENCIES OF DIRECTORS, EDUCATION, AND SELF-EVALUATIONS. THE GOVERNANCE COMMITTEE SHALL CONSIST OF NOT LESS THAN FIVE (5) NOR MORE THAN SEVEN (7) MEMBERS. NEITHER THE CHAIR OF THE WELLSPAN HEALTH BOARD OF DIRECTORS NOR PERSONS WHO ARE NOT MEMBERS OF THE WELLSPAN HEALTH BOARD OF DIRECTORS, MAY BE APPOINTED TO THE COMMITTEE. EACH GOVERNANCE COMMITTEE MEMBER SHALL BE NOMINATED BY THE GOVERNANCE COMMITTEE, AND APPOINTED BY THE WELLSPAN HEALTH BOARD OF DIRECTORS, FOR A TERM OF ONE (1) YEAR. REAPPOINTMENT OF A GOVERNANCE COMMITTEE MEMBER FOR MORE THAN ONE (1) TERM IS NOT AUTOMATIC OR PRESUMED AND SHALL BE BASED ON AN INDIVIDUAL PERFORMANCE EVALUATION OF THE GOVERNANCE COMMITTEE MEMBER (AS PERFORMED OR OVERSEEN BY THE GOVERNANCE COMMITTEE). FORM 990, PART VI, SECTION A, LINE 7B THE FOLLOWING RESPONSIBILITIES ARE SET FORTH AS A GUIDE FOR FULFILLING THE GOVERNANCE COMMITTEE'S PURPOSES IN SUCH MANNER AS THE COMMITTEE DETERMINES IS APPROPRIATE: 1. OVERSEE THE PROCESS OF SELECTING AND NOMINATING DIRECTORS AND OFFICERS FOR EACH OF THE GOVERNING BOARDS WITHIN THE WELLSPAN SYSTEM, INCLUDING ENSURING THAT DIRECTOR NOMINEES MEET THE QUALIFICATIONS REQUIRED BY THE RELEVANT BOARD COMPOSITION AND COMPETENCY GRID AND CHARACTERISTICS, BYLAWS, AND BOARD-APPROVED POLICIES AND GUIDELINES, AS APPLICABLE, AND ESTABLISH OTHER CRITERIA THAT ARE DESIRABLE FOR DIRECTORS; 2. IDENTIFY, EVALUATE AND SCREEN DIRECTOR CANDIDATES FOR EACH OF THE GOVERNING BOARDS WITHIN THE WELLSPAN SYSTEM (INCLUDING INCUMBENT DIRECTORS FOR POTENTIAL RE-NOMINATION), AND NOMINATE QUALIFIED INDIVIDUALS TO THE WELLSPAN HEALTH BOARD OF DIRECTORS FOR: (A) APPOINTMENT OR REAPPOINTMENT TO REGULAR TERMS, OR (B) APPOINTMENT TO FILL THE REMAINING TERM OF ANY GOVERNING BOARD VACANCIES; 3. REVIEW ANNUALLY THE SIZE, COMPOSITION AND LEADERSHIP OF EACH OF THE GOVERNING BOARDS WITHIN THE WELLSPAN SYSTEM, INCLUDING THE WELLSPAN HEALTH BOARD OF DIRECTORS AS A WHOLE, ITS COMMITTEES, AND ANY ADVISORY BODIES, MAKE A DETERMINATION OF WHETHER THE BOARD, ITS COMMITTEES AND ANY ADVISORY BODIES REFLECT THE APPROPRIATE BALANCE OF INDEPENDENCE, SOUND JUDGMENT, BUSINESS SPECIALIZATION, TECHNICAL SKILLS, DIVERSITY, FUNDRAISING AND DEVELOPMENT ABILITY, GEOGRAPHIC AND DEMOGRAPHIC REPRESENTATION, AND OTHER DESIRED QUALITIES, AND RECOMMEND ANY APPROPRIATE CHANGES TO THE WELLSPAN HEALTH BOARD OF DIRECTORS; 4. COORDINATE AND OVERSEE A PERIODIC SELF-EVALUATION OF THE ROLE AND PERFORMANCE OF EACH OF THE GOVERNING BOARDS WITHIN THE WELLSPAN SYSTEM, INCLUDING THE WELLSPAN HEALTH BOARD OF DIRECTORS, ITS COMMITTEES, AND ANY ADVISORY BODIES, AND EACH OF THEIR DIRECTORS AND OFFICERS; 5. DEVELOP AND RECOMMEND FOR APPROVAL BY THE WELLSPAN HEALTH BOARD OF DIRECTORS, REVIEW THE EFFECTIVENESS OF, AND RECOMMEND MODIFICATIONS AS APPROPRIATE TO, THE ORGANIZATION'S COMMITTEE STRUCTURE AND ORGANIZATIONAL DOCUMENTS, INCLUDING THE ARTICLES OF INCORPORATION, BYLAWS, BOARD-APPROVED POLICIES AND GUIDELINES, AND COMMITTEE CHARTERS; 6. THE GOVERNANCE COMMITTEE SHALL UNDERTAKE THE RESPONSIBILITY FOR BOARD EDUCATION AND BOARD RETREAT PLANNING. IN ADDITION, THE GOVERNANCE COMMITTEE SHALL COORDINATE WITH MANAGEMENT TO DEVELOP AND IMPLEMENT AN EFFECTIVE ORIENTATION PROGRAM FOR NEW DIRECTORS, INCLUDING ASSIGNMENT OF EXPERIENCED DIRECTORS AS APPROPRIATE MENTORS OF NEW DIRECTORS. 7. REVIEW EMERGING CORPORATE GOVERNANCE ISSUES AND BEST GOVERNANCE PRACTICES AND MAKE APPROPRIATE RECOMMENDATIONS TO THE WELLSPAN HEALTH BOARD OF DIRECTORS; 8. CONDUCT A PERIODIC SELF-EVALUATION OF THE PERFORMANCE OF THE COMMITTEE, INCLUDING ITS EFFECTIVENESS AND COMPLIANCE WITH THIS CHARTER, AND RECOMMEND TO THE WELLSPAN HEALTH BOARD OF DIRECTORS MODIFICATIONS AS APPROPRIATE; 9. THE GOVERNANCE COMMITTEE SHALL MAINTAIN MINUTES OF GOVERNANCE COMMITTEE MEETINGS AND RECORDS OF ITS ACTIVITIES AND SHALL REPORT PROMPTLY TO THE WELLSPAN HEALTH BOARD OF DIRECTORS ANY ACTION TAKEN BY THE GOVERNANCE COMMITTEE, ANY RECOMMENDATIONS OF THE GOVERNANCE COMMITTEE, AND ANY OTHER MATTERS THE GOVERNANCE COMMITTEE DEEMS APPROPRIATE OR THE WELLSPAN HEALTH BOARD OF DIRECTORS REQUESTS. 10. THE GOVERNANCE COMMITTEE SHALL UNDERTAKE SUCH OTHER RESPONSIBILITIES AS THE WELLSPAN HEALTH BOARD OF DIRECTORS MAY DELEGATE OR ASSIGN TO THE GOVERNANCE COMMITTEE FROM TIME TO TIME. THE GOVERNANCE COMMITTEE SHALL BE RESPONSIBLE TO, AND SUBJECT TO THE DIRECTION AND CONTROL OF, THE WELLSPAN HEALTH BOARD OF DIRECTORS. THE WELLSPAN HEALTH BOARD OF DIRECTORS SHALL BE SOLELY RESPONSIBLE FOR DELINEATING THE RESPONSIBILITIES OF THE GOVERNANCE COMMITTEE. THE GOVERNANCE COMMITTEE SHALL PERFORM ONLY SUCH FUNCTIONS AND DUTIES AS SHALL FROM TIME TO TIME BE SPECIFICALLY DELEGATED TO THE GOVERNANCE COMMITTEE BY THE WELLSPAN HEALTH BOARD OF DIRECTORS. THE GOVERNANCE COMMITTEE DOES NOT HAVE DELEGATED AUTHORITY TO TAKE FINAL AND BINDING ACTIONS ON BEHALF OF WELLSPAN HEALTH, AND THEREFORE ANY ACTIONS AND RECOMMENDATIONS OF THE COMMITTEE MUST BE APPROVED BY THE WELLSPAN HEALTH BOARD OF DIRECTORS BEFORE THEY ARE FINAL AND BINDING. IN DISCHARGING ITS ROLE, THE GOVERNANCE COMMITTEE IS EMPOWERED TO INQUIRE INTO ANY MATTER IT CONSIDERS APPROPRIATE TO CARRY OUT ITS RESPONSIBILITIES, WITH ACCESS TO ALL BOOKS, RECORDS, FACILITIES, AND PERSONNEL OF THE WELLSPAN SYSTEM. FORM 990, PART VI, SECTION B, LINE 11B MANAGEMENT PROVIDED AN ELECTRONIC COPY OF THE FORM 990 TO EACH VOTING MEMBER OF THE ORGANIZATION'S GOVERNING BODY, PRIOR TO ITS FILING WITH THE IRS. THE ORGANIZATION'S FINANCE MANAGEMENT TEAM PROVIDED A PRESENTATION TO THE AUDIT COMMITTEE ON THE ORGANIZATION'S 990 RETURN. FORM 990, PART VI, SECTION B, LINE 12C OFFICERS, DIRECTORS, AND KEY EMPLOYEES ARE REQUIRED TO COMPLETE A WELLSPAN HEALTH "CONFLICT OF INTEREST DISCLOSURE STATEMENT" QUESTIONNAIRE ANNUALLY. THE INTERNAL AUDIT DEPARTMENT OF WELLSPAN HEALTH ADMINISTERS THE QUESTIONNAIRES. THERE SHALL BE FULL DISCLOSURE BY A DIRECTOR HAVING A BUSINESS OR PERSONAL INTEREST OR RELATIONSHIP WHICH MAY BE IN CONFLICT WITH THE INTERESTS OF THE CORPORATION. AFTER SUCH DISCLOSURE, THE DIRECTOR SHALL ABIDE BY THE DETERMINATION OF THE BOARD OF DIRECTORS AS TO WHETHER A CONFLICT EXISTS, THE EXTENT TO WHICH, IF AT ALL, THE DIRECTOR WILL BE PERMITTED TO BE PRESENT DURING THE BOARD OF DIRECTORS' DISCUSSION OF THE MATTER IN WHICH THE DIRECTOR MAY BE INTERESTED, AND WHETHER THE DIRECTOR WILL BE PERMITTED TO PARTICIPATE IN SUCH DISCUSSION AND CAST A VOTE IN SUCH MATTER. ADDITIONALLY, ALL BOARD MEMBERS, EMPLOYEES, STUDENTS, AND VOLUNTEERS OF WELLSPAN HEALTH AND ITS RELATED ORGANIZATIONS MUST COMPLETE A "CODE OF CONDUCT" FORM TO ACKNOWLEDGE THAT HE OR SHE UNDERSTANDS THAT WE ALL HAVE AN OBLIGATION TO ACT IN WAYS THAT WILL MERIT THE TRUST, CONFIDENCE, AND RESPECT OF THE COMMUNITY WE SERVE, OTHER HEALTH CARE PROVIDERS, AND ALL OF THOSE WITH WHOM WE INTERACT. FORM 990, PART VI, SECTION B, LINE 15B THE PRIMARY PURPOSE OF WELLSPAN HEALTH COMPENSATION COMMITTEE, AS ASSIGNED BY THE WELLSPAN HEALTH BOARD OF DIRECTORS, IS TO REVIEW COMPENSATION PACKAGES OFFERED AND/OR PAID TO SENIOR SYSTEM EXECUTIVES AND PRACTICING PHYSICIANS EMPLOYED WITHIN THE SYSTEM. THE COMPENSATION COMMITTEE SHALL MONITOR AND EVALUATE THE PERFORMANCE OF THE PRESIDENT AND CEO OF WELLSPAN HEALTH AND SHALL, AT LEAST ANNUALLY, COORDINATE THE IN-PERSON PERFORMANCE REVIEW OF THE PRESIDENT AND CEO BY THE WELLSPAN HEALTH BOARD OF DIRECTORS. THE COMPENSATION COMMITTEE SHALL CONSIST OF 5-10 MEMBERS OF THE WELLSPAN HEALTH BOARD OF DIRECTORS, INCLUDING THE CHAIR AND THE VICE CHAIR. EACH COMPENSATION COMMITTEE MEMBER SHALL BE NOMINATED BY THE GOVERNANCE COMMITTEE, AND APPOINTED BY THE WELLSPAN HEALTH BOARD OF DIRECTORS, FOR A TERM OF ONE (1) YEAR. REAPPOINTMENT OF A COMPENSATION COMMITTEE MEMBER FOR MORE THAN ONE (1) TERM IS NOT AUTOMATIC OR PRESUMED AND SHALL BE BASED ON AN INDIVIDUAL PERFORMANCE EVALUATION OF THE COMPENSATION COMMITTEE MEMBER (AS PERFORMED OR OVERSEEN BY THE GOVERNANCE COMMITTEE). THE COMPENSATION COMMITTEE SHALL BE RESPONSIBLE TO, AND SUBJECT TO THE DIRECTION AND CONTROL OF, THE WELLSPAN HEALTH BOARD OF DIRECTORS. THE WELLSPAN HEALTH BOARD OF DIRECTORS SHALL BE SOLELY RESPONSIBLE FOR DELINEATING THE RESPONSIBILITIES OF THE COMPENSATION COMMITTEE. THE COMPENSATION COMMITTEE SHALL PERFORM ONLY SUCH FUNCTIONS AND DUTIES AS SHALL FROM TIME TO TIME BE SPECIFICALLY DELEGATED TO THE COMPENSATION COMMITTEE BY THE WELLSPAN HEALTH BOARD OF DIRECTORS. THE COMPENSATION COMMITTEE DOES NOT HAVE DELEGATED AUTHORITY, AND THEREFORE ANY ACTIONS AND RECOMMENDATIONS OF THE COMMITTEE MUST BE APPROVED BY THE WELLSPAN HEALTH BOARD OF DIRECTORS BEFORE THEY ARE FINAL AND BINDING. IN DISCHARGING ITS ROLE, THE COMPENSATION COMMITTEE IS EMPOWERED TO INQUIRE INTO ANY MATTER IT CONSIDERS APPROPRIATE TO CARRY OUT ITS RESPONSIBILITIES, WITH ACCESS TO ALL BOOKS, RECORDS, FACILITIES, AND PERSONNEL OF THE WELLSPAN SYSTEM. THE FOLLOWING RESPONSIBILITIES ARE SET FORTH AS A GUIDE FOR FULFILLING THE COMPENSATION COMMITTEE'S PURPOSES IN SUCH MANNER AS THE COMMITTEE DETERMINES IS APPROPRIATE: 1. SET, PERIODICALLY REVIEW AND ENSURE COMPLIANCE WITH THE EXECUTIVE COMPENSATION PHILOSOPHY FOR WELLSPAN, IN AN EFFORT TO ATTRACT AND RETAIN HIGH QUALITY EXECUTIVES, WHILE CONSIDERING COMPENSATION OFFERED TO THOSE IN COMPARABLE POSITIONS IN SIMILAR EMPLOYMENT MARKETS AS WELL AS THE SYSTEM'S NEEDS AND FINANCIAL RESOURCES. 2. RECOMMEND APPROVAL OF EXECUTIVE COMPENSATION PROGRAM ELEMENTS (INCENTIVES, SUPPLEMENTAL BENEFITS, ETC.). 3. IN CONJUNCTION WITH THE WELLSPAN HEALTH BOARD OF DIRECTORS, EVALUATE PERFORMANCE AND ESTABLISH COMPENSATION FOR THE PRESIDENT & CEO OF WELLSPAN HEALTH. 4. EVALUATE EXECUTIVE TEAM PERFORMANCE AND ESTABLISH AWARDS. 5. RECOMMEND APPROVAL OF SENIOR EXECUTIVE BASE SALARY RANGES. 6. ALIGN EXECUTIVE COMPENSATION WITH EXECUTIVE TALENT MANAGEMENT AND SUCCESSION. 7. OVERSEE EMPLOYED PHYSICIAN COMPENSATION PROGRAM. 8. THE COMPENSATION COMMITTEE SHALL MAINTAIN MINUTES OF COMPENSATION COMMITTEE MEETINGS AND RECORDS OF ITS ACTIVITIES, AND SHALL REPORT PROMPTLY TO THE WELLSPAN HEALTH BOARD OF DIRECTORS ANY ACTION TAKEN BY THE COMPENSATION COMMITTEE, ANY RECOMMENDATIONS OF THE COMPENSATION COMMITTEE, AND ANY OTHER MATTERS THE COMPENSATION COMMITTEE DEEMS APPROPRIATE TO THE WELLSPAN HEALTH BOARD OF DIRECTORS REQUESTS. 9. THE COMPENSATION COMMITTEE SHALL UNDERTAKE SUCH OTHER RESPONSIBILITIES AS THE WELLSPAN HEALTH BOARD OF DIRECTORS MAY DELEGATE OR ASSIGN TO THE COMPENSATION COMMITTEE FROM TIME TO TIME. THE COMPENSATION COMMITTEE ALSO UTILIZES THE SERVICES OF SULLIVANCOTTER, AN INDEPENDENT, THIRD-PARTY HEALTH CARE COMPENSATION CONSULTANT, TO ALIGN AND STRUCTURE WORKFORCE COMPENSATION AND BENEFIT STRATEGIES THAT SUPPORT ENTERPRISE-WIDE TRANSFORMATION AND BUSINESS PERFORMANCE. FORM 990, PART VI, SECTION C, LINE 19 GOVERNING DOCUMENTS, POLICIES, AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. FORM 990, PART XI, LINE 9: TRANSFERS FROM AFFILIATE 2,865,940. 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