2025-05-13T12:52:02-05:00 2024-06-30 390859910 BAKER TILLY ADVISORY GROUP LP 1570 FRUITVILLE PIKE SUITE 400 LANCASTER PA 17601 990 2023-07-01 222691718 UPMC PINNACLE FOUNDATION UPMC 7172318245 PO BOX 8700 HARRISBURG PA 171058700 GREG MITSTIFER CHIEF FINANCIAL OFFICER 7172318245 2025-05-12 1 1 KERRI N BOGDA CPA P00760402 7177404863 2025-05-07 2023 2025-03-06 01:10:19Z GREG MITSTIFER PO BOX 8700 HARRISBURG PA 171058700 222349059 0 X WWW.UPMC.COM/CAMPAIGNS/SOUTHCENTRAL-PA X 1985 PA INVESTMENT AND FUNDRAISING ACTIVITIES FOR THE BENEFIT OF RELATED TAX-EXEMPT ORGANIZATIONS. 26 21 0 19 0 0 264139 5428642 0 0 4304588 14003160 72764 -1271 4641491 19430531 7782092 9614861 0 0 0 0 10200 0 80149 3159463 4946348 10951755 14561209 -6310264 4869322 137660118 151318027 67384052 84430164 70276066 66887863 X THROUGH CHARITABLE GIVING, THE UPMC PINNACLE FOUNDATION SUPPORTS COMMUNITY BENEFIT AND EDUCATION PROGRAMS, NEEDS OF OUR HOSPITALS, AND PROVIDES RESOURCES THAT IMPROVE ACCESS AND THE QUALITY OF CARE THROUGHOUT UPMC PINNACLE. 0 0 13521665 9614861 0 UPMC PINNACLE FOUNDATION ("THE FOUNDATION") IS A 501(C)(3) NONPROFIT ORGANIZATION THAT ENGAGES IN INVESTMENT AND FUNDRAISING ACTIVITIES FOR THE BENEFIT OF RELATED TAX-EXEMPT ORGANIZATIONS. THROUGH INVESTMENT AND FUNDRAISING ACTIVITIES, UPMC PINNACLE FOUNDATION SUPPORTS A WIDE SPECTRUM OF HEALTH CARE AND WELLNESS SERVICES DESIGNED TO IMPROVE ACCESS TO CARE, REDUCE BARRIERS TO TREATMENT AND IMPROVE OVERALL HEALTH AND QUALITY OF LIFE FOR THE REGION. FOUNDATION ALSO FUNDS SUPPORT AND UNDER-GIRD TECHNOLOGICAL INNOVATION AND DIRECTLY IMPACTS THE MANY NEEDS OF VULNERABLE, UNINSURED AND UNDERINSURED POPULATIONS.SEE SCHEDULE OWITH MORE THAN 200 DIFFERENT FUNDS THAT BENEFIT THE HOSPITALS AS WELL AS THE COMMUNITY, THE UPMC PINNACLE FOUNDATION INVESTS LOCALLY IN THE RESOURCES AND PEOPLE WHO CONTINUALLY MAKE THE LIFE-CHANGING MEDICINE OF UPMC IN CENTRAL PA A REALITY. ALL MONEY RAISED BY UPMC PINNACLE FOUNDATION REMAINS IN CENTRAL PENNSYLVANIA TO SUPPORT PROGRAMS AND SERVICES AT UPMC IN CENTRAL PA.THE FOUNDATION HAS IDENTIFIED THREE KEY PILLARS THAT ADDRESS THE MOST URGENT NEEDS OF THE CENTRAL PA. HOSPITALS, PATIENTS, AND COMMUNITY: PATIENT AND COMMUNITY SUPPORT, HEALTH AND WELLNESS, AND WORKFORCE DEVELOPMENT. THESE EFFORTS TOTALED MORE THAN $1,750,000 IN FY 2024.FUNDS TO SUPPORT PATIENT AND COMMUNITY NEEDS COVERED EXPENSES SUCH AS PATIENT TRANSPORTATION, MEDICATIONS, RENT, MORTGAGE, UTILITIES, INSURANCE CO-PAYS, GENETIC COUNSELING AND PALLIATIVE CARE FOR PATIENTS LACKING THE RESOURCES TO COVER THESE COSTS. THE FOUNDATION PROVIDED FUNDING FOR VARIOUS HEALTH AND WELLNESS ACTIVITIES LIKE MUSIC AND ART THERAPY PROGRAMS, SPIRITUAL CARE, PEDIATRIC REHABILITATION EQUIPMENT, INTEGRATED ONCOLOGY, AND TRAINING EQUIPMENT. WORKFORCE DEVELOPMENT EFFORTS THROUGHOUT THE REGION BENEFITED IN FOUNDATION SUPPORT THROUGH STAFF CONFERENCES AND TRAINING, NURSING AND HEALTH CARE PROFESSIONAL SCHOLARSHIPS, SERVICE LINE RELATED EDUCATION SUPPORT AND EQUIPMENT, MEDICAL ASSISTANT EXAM FEES, SHADYSIDE SCHOOL OF NURSING STUDENT SCHOLARSHIPS AND EMPLOYEE RECOGNITION EVENTS. 13521665 1 1 0 0 0 0 0 0 0 1 0 0 0 0 1 1 0 1 0 0 0 0 0 0 1 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 X 0 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 X 26 21 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 PA X GREG MITSTIFER CHIEF FINANCIAL OFF 7172318032 PO BOX 8700 HARRISBURG PA 171058700 DAVID GIBBONS PRESIDENT 5.00 47.00 X X 0 1206540 140493 JULIE TROGNER IMMEDIATE PAST CHAIR 1.00 0.00 X X 0 0 0 ROBIN ZELLERS BOARD CHAIR 1.00 1.00 X X 0 0 0 KURT TWIFORD BOARD VICE CHAIR 1.00 0.00 X X 0 0 0 EDWARD BLACK DIRECTOR 1.00 0.00 X 0 0 0 VINCE CHAMPION DIRECTOR 1.00 0.00 X 0 0 0 YASMINE COLEMAN DIRECTOR 1.00 0.00 X 0 0 0 ABIGAIL FORTINO DIRECTOR 1.00 0.00 X 0 0 0 BRIAN GRETH DIRECTOR 1.00 0.00 X 0 0 0 KRISTEN HOLLINGER DIRECTOR 1.00 0.00 X 0 0 0 DANIELLE LADIE MD DIRECTOR/TRANSPLANT SURGEON 1.00 40.00 X 0 494942 36015 DOUGLAS NEIDICH DIRECTOR 1.00 19.00 X 0 0 0 ARELIS PEREZ DIRECTOR 1.00 0.00 X 0 0 0 JULIANNE RICH MD DIRECTOR 1.00 0.00 X 0 0 0 URSULA SIVERLING DIRECTOR 1.00 0.00 X 0 0 0 LEIGH ANN WILSON DIRECTOR 1.00 0.00 X 0 0 0 DANIEL KAMBIC DO DIRECTOR/PHYSICIAN 1.00 40.00 X 0 180 42 JOSEPH IANDOLO DIRECTOR/VP, OPERATIONS UPMC MEMORIAL 1.00 40.00 X 0 246958 28663 REBECCA MCCLURE DIRECTOR 1.00 0.00 X 0 0 0 DR TIMOTHY DEIMLING DIRECTOR/PHYSICIAN 1.00 40.00 X 0 423616 22835 ANN GORMLEY DIRECTOR/VP, HUMAN RESOURCES 1.00 40.00 X 0 587171 86066 MARCUS HITE DIRECTOR 1.00 0.00 X 0 0 0 CHRISTOPHER YOUNG DIRECTOR 1.00 0.00 X 0 0 0 JAN LANG DIRECTOR 1.00 0.00 X 0 0 0 MARY WESTON DIRECTOR 1.00 0.00 X 0 0 0 LOUIS BAVERSO PRESIDENT & COO (R 9/23) 1.00 49.00 X X 0 785603 65783 ANDREA JONES DIRECTOR 1.00 0.00 X 0 0 0 GREG MITSTIFER TREASURER & CFO 5.00 47.00 X 0 251282 47616 AMANDA MORGAN ASSISTANT TREASURER 1.00 48.00 X 0 234304 41705 CHRISTINE MILLER ESQ SECRETARY/ASSOC. COUNSEL 5.00 45.00 X 0 427890 77031 KERRY MALONEY ASSISTANT SECRETARY 5.00 45.00 X 0 198776 44942 JESSICA RITCHIE CDO & PRESIDENT 40.00 0.00 X 230629 0 31120 PHILIP W GUARNESCHELLI FMR PRESIDENT & CEO (R 9/22) 0.00 0.00 X 0 1128095 24232 230629 5985357 646543 1 1 1 0 0 151619 698117 4578906 4096 5428642 2648865 2648865 214152613 202798318 11354295 11354295 11354295 118939 151619 120210 -1271 -1271 19430531 0 0 14001889 9491074 9491074 123787 123787 1625 1625 653395 653395 211693 110466 101227 37010 37010 217523 197650 19873 24085 819 23266 33027 33027 4113 4113 OTHER EXPENSES 3675599 3496372 179227 EMPLOYEE RECOGNITION & 52073 51255 818 MEDICAL SUPPLIES 9604 9604 DUES AND SUBSCRIPTIONS 8396 2400 5996 18205 3586 14619 14561209 13521665 959395 80149 500 409491 494309 13870119 11108326 61165 123380508 139653727 137660118 151318027 36060 20916 67347992 84409248 67384052 84430164 X 69956176 66681769 319890 206094 70276066 66887863 137660118 151318027 X 4869322 -354902 -7902623 X X 0 1 X 1 0 X X 9 UPMC PINNACLE HOSPITALS 251778644 3 0 4129507 0 PINNACLE HEALTH MEDICAL SERVICES 251709054 3 0 4339544 0 COMMUNITY LIFE TEAM 231890444 10 0 0 0 UPMC LITITZ 820844453 3 0 0 0 UPMC CARLISLE 820880337 3 0 95271 0 UPMC PINNACLE LANCASTER 820896436 3 0 0 0 UPMC MEMORIAL 820912090 3 0 0 0 UPMC HANOVER 231360851 3 0 0 0 PINNACLE HEALTH REGIONAL PHYSICIANS 820947698 3 0 0 0 9 8564322 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 FORM 990, SCHEDULE A, PART IV, SECTION A, LINE 1: THE GOVERNING DOCUMENTS OF PINNACLE HEALTH FOUNDATION DO NOT SPECIFICALLY NAME THE ORGANIZATIONS TO WHICH SUPPORT IS PROVIDED; HOWEVER, THEY DO MEET THE REQUIREMENTS OF SECTION 509(A)-4(D)(2)(I) BY DESIGNATING ITS PUBLICLY SUPPORTED ORGANIZATIONS TO BE ANY OTHER ORGANIZATION AFFILIATED WITH THE CORPORATION WHICH QUALIFIES AS AN EXEMPT ORGANIZATION UNDER SECTIONS 501(C)(3), 509(A)(1), OR 509(A)(2). UPMC PINNACLE, THE PARENT COMPANY FOR ALL LISTED SUPPORTED ORGANIZATIONS, IS MENTIONED NUMEROUS TIMES IN THE BY-LAWS AND REFLECTS THE INTER-CONNECTEDNESS OF THE FILING ORGANIZATION, ITS PARENT, AND SUPPORTED ORGANIZATIONS. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 27627855 6104092 1710885 1475530 33967302 25671515 1864209 1236477 1144346 27627855 29144799 727091 -3127665 1072710 25671515 20773914 1447207 7646851 723173 29144799 29612614 -6870187 1968513 20773914 0.54000 0.18000 0.28000 0 0 0 DUE TO RELATED PARTIES 35284872 REST. ASSETS, UPMC PINNACLE HOSP. 49124376 84409248 X PART V, LINE 4: THE PURPOSE OF THE ENDOWMENT IS TO SUPPORT VARIOUS PROGRAMS OF UPMC PINNACLE HOSPITALS AND AFFILIATED ENTITIES WHILE ADHERING TO DONOR RESTRICTIONS. PART X, LINE 2: AN EXTERNAL AUDIT IS COMPLETED AT A CONSOLIDATED UPMC SYSTEM LEVEL ONLY, INCLUDING UPMC AND ALL TAXABLE AND TAX-EXEMPT SUBSIDIARIES. TAX BENEFITS ARE RECOGNIZED WHEN IT IS MORE LIKELY THAN NOT THAT A TAX POSITION WILL BE SUSTAINED UPON EXAMINATION BY THE TAX AUTHORITIES BASED ON THE TECHNICAL MERITS OF THE POSITION. SUCH TAX POSITIONS ARE MEASURED AS THE LARGEST AMOUNT OF TAX BENEFIT THAT IS GREATER THAN 50% LIKELY TO BE REALIZED UPON ULTIMATE SETTLEMENT WITH THE TAX AUTHORITIES ASSUMING FULL KNOWLEDGE OF THE POSITION AND ALL RELEVANT FACTS. AS OF JUNE 30, 2024, UPMC DOES NOT HAVE ANY UNCERTAIN TAX POSITIONS RECORDED. HANOVER GOLF TOURNAMENT 86832 47635 39197 2750 12065 11970 2773 CHARMING GOLF TOURNAMENT 27836 15562 12274 3300 2272 1613 2 155890 88422 67468 10237 4982 26855 36965 4428 270558 151619 118939 12987 4982 42220 51207 8814 120210 -1271 1 UPMC PINNACLE PO BOX 8700 HARRISBURG PA 171058700 251778658 501(C)(3) 679567 0 GENERAL OPERATIONS UPMC PINNACLE HOSPITALS PO BOX 8700 HARRISBURG PA 171058700 251778644 501(C)(3) 4129507 0 GENERAL OPERATIONS PINNACLE HEALTH MEDICAL SERVICES PO BOX 8700 HARRISBURG PA 171058700 251709054 501(C)(3) 4339544 0 GENERAL OPERATIONS ANDREW S CRIMMEL 328 HARRIS STREET HARRISBURG PA 17102 197601777 N/A 15131 0 GENERAL SUPPORT CANCER BRIDGES 2816 SMALLMAN ST PITTSBURGH PA 15222 251845284 501(C)(3) 6500 0 CANCER SUPPORT CUMBERLAND COUNTY OF PA ONE COURTHOUSE SQUARE RM 207 CARLISLE PA 17103 236003119 GOVERNMENT 30470 0 GENERAL SUPPORT LEBANON VALLEY COLLEGE 101 N COLLEGE AVE ANNVILLE PA 17003 231352354 501(C)(3) 50000 0 SUPPORT OF LVC'S NURSING PROGRAM OPERATIONS PARTNERSHIP FOR BETTER HEALTH 274 WILSON STREET CARLISLE PA 17013 231352161 501(C)(3) 12800 0 SUPPORT OF PARTNERSHIP FOR BETTER HEALTH MATCH MADNESS CAMPAIGN QUANTUM IMAGING AND THERAPEUTIC ASSOCIATION PO BOX 62165 BALTIMORE MD 21264 251792806 N/A 27345 0 GENERAL SUPPORT THE PEYTON WALKER FOUNDATION 2929 GETTSYBURG ROAD STE 8 CAMP HILL PA 17011 464655102 501(C)(3) 11050 0 GENERAL SUPPORT UPMC CARLISLE PO BOX 8700 HARRISBURG PA 171058700 820880337 501(C)(3) 95271 0 GENERAL SUPPORT 9 5 SCHOLARSHIPS 34 71897 TRANSPORTATION SERVICES 1374 51890 PART I, LINE 2: THE ORGANIZATION PROVIDES GRANTS OR ASSISTANCE TO ITS RELATED TAX-EXEMPT ORGANIZATIONS AND EMPLOYEES OF THESE ORGANIZATIONS WHO MAY BE IN NEED OF EMERGENCY ASSISTANCE. MANY OF THE GRANTS ARE REIMBURSEMENTS OF EXPENSES THAT HAVE ALREADY BEEN INCURRED AND SUBMITTED FOR APPROVAL; THEREFORE, THE NEED FOR MONITORING THE USE OF FUNDS AFTER THEY HAVE BEEN GRANTED IS NOT NECESSARY. CURRENTLY ALL EXPENSES THAT ARE SUBMITTED FOR REIMBURSEMENT FROM GRANT FUNDS ARE REVIEWED BY THE PROJECT MANAGERS, DIRECTOR OF DEVELOPMENT, CORPORATE FINANCE, AND THE VICE PRESIDENT OF DEVELOPMENT TO VERIFY THE EXPENDITURE SATISFIES THE INTENT OF THE GRANT. EACH GRANT HAS A SEPARATE FOUNDATION FUND ACCOUNT WITH A WRITTEN EXPENDITURE PROTOCOL. ALL EXPENDITURE REIMBURSEMENTS ARE REVIEWED TO DETERMINE ALIGNMENT WITH THE PROTOCOL PRIOR TO RECEIVING THE FINAL APPROVAL FOR DISBURSEMENT FROM THE VICE PRESIDENT OF DEVELOPMENT. EACH PROTOCOL OUTLINES CLEARLY INTO WHICH FUND THE GRANT MONEY WILL BE RECEIVED, THE DATE OF THE GRANTING PERIOD, AND THE AUTHORIZING AUTHORITY FOR THE GRANT MONEY. ALL FUNDS GOING INTO OR OUT OF THE GRANT FUND ARE ACCOUNTED FOR. THE ORGANIZATION PROVIDES TRANSPORTATION ASSISTANCE TO THOSE WHO MAY NOT HAVE OTHER MEANS TO RETURN HOME AFTER DISCHARGE OR WHO NEED ASSISTANCE GETTING TO OR FROM HEALTHCARE APPOINTMENTS. 1 1 0 0 0 0 0 1 0 DAVID GIBBONS PRESIDENT 0 574656 0 500000 0 131884 0 126712 0 13781 0 1347033 0 74725 PHILIP W GUARNESCHELLI FMR PRESIDENT & CEO (R 9/22) 0 293412 0 834683 0 0 0 0 0 24232 0 1152327 0 0 LOUIS BAVERSO PRESIDENT & COO (R 9/23) 0 320681 0 440000 0 24922 0 26400 0 39383 0 851386 0 22500 ANN GORMLEY DIRECTOR/VP, HUMAN RESOURCES 0 351482 0 230000 0 5689 0 70733 0 15333 0 673237 0 0 DANIELLE LADIE MD DIRECTOR/TRANSPLANT SURGEON 0 493499 0 100 0 1343 0 24560 0 11455 0 530957 0 0 CHRISTINE MILLER ESQ SECRETARY/ASSOC. COUNSEL 0 234853 0 190000 0 3037 0 51414 0 25617 0 504921 0 1368 DR TIMOTHY DEIMLING DIRECTOR/PHYSICIAN 0 398176 0 0 0 25440 0 20170 0 2665 0 446451 0 0 GREG MITSTIFER TREASURER & CFO 0 215976 0 34900 0 406 0 15611 0 32005 0 298898 0 0 AMANDA MORGAN ASSISTANT TREASURER 0 199043 0 34900 0 361 0 14998 0 26707 0 276009 0 0 JOSEPH IANDOLO DIRECTOR/VP, OPERATIONS UPMC MEMORIA 0 194270 0 52000 0 688 0 15541 0 13122 0 275621 0 0 JESSICA RITCHIE CDO & PRESIDENT 230206 0 0 0 423 0 17404 0 13716 0 261749 0 0 0 KERRY MALONEY ASSISTANT SECRETARY 0 152360 0 45000 0 1416 0 7633 0 37309 0 243718 0 0 PART I, LINE 3 PINNACLE HEALTH FOUNDATION RELIES ON UPMC PINNACLE, A RELATED ORGANIZATION, TO ESTABLISH THE COMPENSATION FOR THE ORGANIZATION'S CEO. METHODS USED TO ESTABLISH COMPENSATION BY THE RELATED ORGANIZATION INCLUDE: * COMPENSATION COMMITTEE * INDEPENDENT COMPENSATION CONSULTANT * COMPENSATION SURVEY OR STUDY * APPROVAL BY THE COMPENSATION COMMITTEE OF THE BOARD PART I, LINES 4A-B PHILIP GUARNESCHELLI, PRESIDENT AND CEO, RECEIVED A SEVERANCE PAYMENT IN THE AMOUNT OF $782,433 UPON HIS DEPARTURE FROM THE ORGANIZATION IN CALENDAR YEAR 2023. ALL PERSONS PARTICIPATING IN A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN ARE DISCLOSED IN SCHEDULE J WITH CORRESPONDING AMOUNTS DISCLOSED WITHIN THE TOTAL AMOUNT IN SCHEDULE J COLUMN C "RETIREMENT AND OTHER DEFERRED COMPENSATION". DUE TO RESTRICTIONS IMPOSED BY THE INTERNAL REVENUE CODE ("CODE"), CERTAIN OFFICERS AND KEY EMPLOYEES ARE LIMITED IN THE AMOUNT OF BENEFITS WHICH MAY BE RECEIVED UNDER A TAX QUALIFIED RETIREMENT PROGRAM. LIKE MANY EMPLOYERS, UPMC SUPPLEMENTS ITS RETIREMENT BENEFITS THROUGH A SUPPLEMENTAL RETIREMENT PROGRAM. THE SUPPLEMENTAL RETIREMENT PROGRAM IS SUBJECT TO MULTI YEAR VESTING WHICH PLACES THE OFFICERS AND KEY EMPLOYEES' RETIREMENT BENEFIT AT RISK OF FORFEITURE IF THE VESTING REQUIREMENTS ARE NOT SATISFIED. ONCE VESTED HOWEVER, PROVISIONS OF THE CODE REQUIRE THAT THE VESTED AMOUNTS BE REPORTED ON THE FORM 990 AND THE VESTED OFFICER OR KEY EMPLOYEE INCLUDE IN CURRENT INCOME THE VALUE OF HER OR HIS SUPPLEMENTAL RETIREMENT BENEFIT. NOTWITHSTANDING THE TAX REQUIREMENT TO RECOGNIZE THE VESTED AMOUNT OF THE SUPPLEMENTAL RETIREMENT BENEFIT AS CURRENT INCOME FOR FICA TAXATION AND REPORTING PURPOSES, THIS BENEFIT, WHICH GENERALLY HAS BEEN EARNED OVER HER OR HIS ENTIRE CAREER, HAS NOT AND WILL NOT BE DISTRIBUTED UNTIL THE OFFICER OR KEY EMPLOYEE RETIRES OR SEPARATES FROM SERVICE FROM UPMC AND SATISFIED THE NON-COMPETE PROVISION OF THEIR EMPLOYMENT AGREEMENT AND/OR SATISFY A POST-RETIREMENT SEPARATION AGREEMENT. THE SUPPLEMENTAL RETIREMENT PROGRAM PROVIDES FOR THE CURRENT DISTRIBUTION OF ONLY THE AMOUNT NECESSARY TO SATISFY ANY INCOME TAX LIABILITY RESULTING FROM THE VESTING DURING ACTIVE EMPLOYMENT. FINALLY, IT SHOULD BE NOTED THAT IN ACCORDANCE WITH IRS INSTRUCTIONS, A SUBSTANTIAL PORTION OF THE AMOUNT REPORTED ON THE FORM 990 ATTRIBUTABLE TO SUPPLEMENTAL RETIREMENT PROGRAM VESTING HAS BEEN REPORTED IN PREVIOUSLY FILED FORMS 990. PART I, LINE 7 UPMC PROVIDES INCENTIVE COMPENSATION AS PART OF ITS TOTAL COMPENSATION PROGRAM FOR OFFICERS AND KEY EMPLOYEES. THIS COMPONENT IS BASED UPON THE ACCOMPLISHMENT OF PREDETERMINED PERFORMANCE GOALS AND OBJECTIVES WHICH FOCUS ON THE ACHIEVEMENT OF MULTIPLE ANNUAL AND THREE YEAR INDIVIDUAL AND GROUP PERFORMANCE CRITERIA IN THE CONTEXT OF APPROPRIATE RISK TAKING. THESE CRITERIA DIRECTLY SUPPORT UPMC'S MISSION AND INCLUDE: PATIENT QUALITY AND SATISFACTION, COMMUNITY BENEFITS, OPERATIONAL AND FINANCIAL STRENGTH, LEADERSHIP DEVELOPMENT, AND STRATEGIC BUSINESS INITIATIVES AMONG OTHERS. FORM 990, PART V, LINE 1: UPMC (EIN 23-1423657), A FEDERALLY TAX EXEMPT ENTITY, THE PARENT OF A LARGE INTEGRATED DELIVERY AND FINANCING SYSTEM AND THE PARENT ENTITY OF UPMC PINNACLE WHO IS THE PARENT OF UPMC PINNACLE FOUNDATION, ISSUES AND FILES ALL FORM 1099S FOR UPMC PINNACLE FOUNDATION. FORM 990, PART VI, SECTION A, LINE 6 THE SOLE MEMBER OF THE CORPORATION IS UPMC PINNACLE, A FEDERALLY TAX EXEMPT, STATE NONPROFIT ENTITY (EIN 25-1778658). IN SEPTEMBER 2017 UPMC PINNACLE AFFILIATED WITH UPMC, A WORLD-RENOWNED INTEGRATED HEALTHCARE DELIVERY AND FINANCING SYSTEM, THAT IS AN INTERNATIONAL LEADER IN PROVIDING CLINICAL CARE, GROUND BREAKING RESEARCH AND TREATMENTS WITH LOCATIONS IN WESTERN AND CENTRAL PENNSYLVANIA, MARYLAND, NEW YORK AND AROUND THE WORLD. FORM 990, PART VI, SECTION A, LINE 7A AS SOLE MEMBER OF THE ORGANIZATION, UPMC PINNACLE ELECTS THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7B CERTAIN GOVERNANCE DECISIONS OF THE ORGANIZATION REQUIRE THE APPROVAL OF BOTH THE UPMC PINNACLE BOARD AND THE UPMC BOARD, AS THE SOLE MEMBER OF UPMC PINNACLE. FORM 990, PART VI, SECTION B, LINE 11B THE AUTHORITY AND RESPONSIBILITY FOR REVIEW OF THE FORMS 990 FOR UPMC PINNACLE AND ITS SUBSIDIARIES IS DELEGATED TO THE FINANCE COMMITTEE OF THE UPMC PINNACLE BOARD. MEMBERS ARE PROVIDED WITH A COPY OF THE FORM 990 PRIOR TO FILING AND PROVIDED OPPORTUNITY TO REVIEW. FORM 990, PART VI, SECTION B, LINE 12C UPMC REQUIRES KEY EMPLOYED AND NON-EMPLOYED PERSONNEL TO COMPLY WITH ITS CONFLICT OF INTEREST POLICIES WHEN THEY ENGAGE IN UPMC-RELATED BUSINESS. PERSONS COVERED BY THE POLICIES INCLUDE: -UPMC BOARD MEMBERS, BOARD COMMITTEE MEMBERS, CORPORATE OFFICERS, AND KEY EMPLOYEES -UPMC PHYSICIANS AND NON-PHYSICIAN EMPLOYEES WHO HOLD A POSITION OF INFLUENCE -IDENTIFIED NON-EMPLOYED MEMBERS OF THE UPMC MEDICAL STAFF WHO HOLD A POSITION OF INFLUENCE OR TRUST-INDIVIDUALS CONDUCTING CLINICAL RESEARCH AT UPMC, WHETHER OR NOT THEY ARE EMPLOYED BY UPMC. THESE INDIVIDUALS ARE REQUIRED TO COMPLETE A QUESTIONNAIRE AT LEAST ANNUALLY, WHICH ALONG WITH OTHER DATA IS USED TO IDENTIFY POSSIBLE INDIVIDUAL AND INSTITUTIONAL CONFLICTS OF INTEREST. IF A POTENTIAL CONFLICT IS IDENTIFIED REGARDING A SPECIFIC UPMC ACTIVITY, THE CORPORATE COMPLIANCE DEPARTMENT, WITH THE ASSISTANCE OF THE LEGAL DEPARTMENT, EITHER DEVELOPS A WRITTEN PLAN DESIGNED TO PREVENT THE CONFLICT FROM INFLUENCING DECISIONS RELATED TO THAT ACTIVITY, OR REQUIRES THAT THE CONFLICTING RELATIONSHIP BE DIVESTED, AS APPROPRIATE. FOR EMPLOYED PERSONNEL AND NON-BOARD MEMBER, NON-EMPLOYED PERSONNEL, THE CONFLICT OF INTEREST IDENTIFICATION AND MANAGEMENT PROCESS IS ULTIMATELY OVERSEEN BY AN ETHICS AND COMPLIANCE COMMITTEE OF THE UPMC BOARD OF DIRECTORS ON BEHALF OF UPMC AND ALL ITS SUBSIDIARIES. POTENTIAL CONFLICT OF INTEREST TRANSACTIONS INVOLVING UPMC BOARD MEMBERS AND ENTITIES WITH WHICH THEY ARE AFFILIATED ARE MONITORED AND SUBJECT TO PRE-APPROVAL BY THE GOVERNANCE AND NOMINATING COMMITTEE OF THE UPMC BOARD OF DIRECTORS. IN ADDITION TO THE GENERAL CORPORATE AND BOARD POLICIES DESCRIBED ABOVE, UPMC HAS ALSO DEVELOPED AND IMPLEMENTED A SEPARATE TAX QUESTIONNAIRE DISTRIBUTED TO OFFICERS, DIRECTORS, TRUSTEES, AND KEY EMPLOYEES ANNUALLY THAT SPECIFICALLY ADDRESSES DISCLOSURE REQUIREMENTS OF FORM 990. FORM 990, PART VI, SECTION B, LINE 15 15A: THE COMPENSATION COMMITTEE OF THE UPMC PINNACLE BOARD HAS THE AUTHORITY TO DEVELOP AND MAINTAIN EXECUTIVE COMPENSATION TO BE APPROVED BY THE UPMC PINNACLE BOARD OF DIRECTORS. THE COMPENSATION COMMITTEE WILL FOLLOW A DILIGENT PROCESS THAT MEETS REGULATORY REQUIREMENTS FOR A REBUTTABLE PRESUMPTION OF REASONABLENESS AND PROMOTES EFFECTIVE GOVERNANCE OF EXECUTIVE COMPENSATION, CONSISTENT WITH THE UPMC PINNACLE COMPENSATION PHILOSOPHY. 1. FOLLOW A PROCESS THAT ESTABLISHES AND MAINTAINS A REBUTTABLE PRESUMPTION OF REASONABLENESS FOR ALL EXECUTIVES POTENTIALLY SUBJECT TO INTERMEDIATE SANCTIONS. 2. PREPARE MINUTES FOR EACH MEETING TO RECORD THE TERMS OF THE COMMITTEE'S DECISIONS AND THE PROCESS FOLLOWED IN REACHING THOSE DECISIONS. THESE MINUTES MUST INCLUDE INDICATIONS THAT THE COMMITTEE IS FOLLOWING GOOD PRACTICES IN DEALING WITH CONFLICTS OF INTEREST AND IN OBTAINING AND RELYING ON APPROPRIATE COMPARABILITY DATA ON TOTAL COMPENSATION. 3. SELECT AND DIRECTLY ENGAGE AND SUPERVISE ANY CONSULTANT HIRED BY UPMC PINNACLE TO ADVISE THE COMMITTEE ON EXECUTIVE COMPENSATION. 4. PERIODICALLY EVALUATE THE APPROPRIATENESS OF THIS CHARTER AND THE EFFECTIVENESS OF THE PROCESS THE COMMITTEE USES IN GOVERNING EXECUTIVE COMPENSATION AND REPORT THIS EVALUATION TO THE UPMC PINNACLE BOARD. 5. MONITOR CHANGES IN LAWS AND REGULATIONS PERTAINING TO EXECUTIVE COMPENSATION AND BENEFITS TO SEE THAT UPMC PINNACLE COMPLIES WITH THEM. 6. SEEK OUTSIDE REVIEW OF COMMITTEE OPERATIONS TO ENSURE COMPLIANCE WITH THE IRS REBUTTABLE PRESUMPTION OF REASONABLENESS. 7. REVIEW ACTUAL EXECUTIVE COMPENSATION AND BENEFITS PROVIDED TO CONFIRM CONSISTENCY WITH COMPENSATION AND BENEFITS APPROVED BY THE COMMITTEE. 15B: TO SUPPORT UPMC'S MISSION AND AS SET FORTH IN THE UPMC BYLAWS, THE BOARD OF DIRECTORS HAS FORMED AN EXECUTIVE COMPENSATION COMMITTEE ("COMMITTEE") AND DELEGATED TO IT THE RESPONSIBILITY FOR ESTABLISHMENT AND IMPLEMENTATION OF OFFICER AND KEY EMPLOYEE TOTAL COMPENSATION PROGRAMS. AS PART OF THIS RESPONSIBILITY THE COMMITTEE REPORTS REGULARLY TO THE BOARD OF DIRECTORS. WITH BOARD OF DIRECTORS APPROVAL, THE COMMITTEE HAS ADOPTED A FORMAL CHARTER, WHICH INCLUDES THE ESTABLISHMENT OF A COMPENSATION PHILOSOPHY AND RELATED POLICIES WITH RESPECT TO THE TOTAL COMPENSATION PAID BY UPMC TO ITS OFFICERS AND KEY EMPLOYEES. THE UPMC TOTAL COMPENSATION PROGRAM FOR OFFICERS AND KEY EMPLOYEES IS PREDICATED UPON AN INCENTIVE COMPENSATION COMPONENT. THIS COMPONENT IS BASED UPON THE ACCOMPLISHMENT OF PREDETERMINED PERFORMANCE GOALS AND OBJECTIVES WHICH FOCUS ON THE ACHIEVEMENT OF MULTIPLE ANNUAL AND THREE YEAR INDIVIDUAL AND GROUP PERFORMANCE CRITERIA IN THE CONTEXT OF APPROPRIATE RISK TAKING. THESE CRITERIA DIRECTLY SUPPORT UPMC'S MISSION AND INCLUDE: PATIENT QUALITY AND SATISFACTION, COMMUNITY BENEFITS, OPERATIONAL AND FINANCIAL STRENGTH, LEADERSHIP DEVELOPMENT, AND STRATEGIC BUSINESS INITIATIVES AMONG OTHERS. THE TOTAL COMPENSATION PROGRAM IS INTEGRATED WITH AND REINFORCES THE UPMC BUSINESS PLANNING CYCLE AS WELL AS MANAGEMENT DEVELOPMENT AND SUCCESSION PLANNING PROCESSES. IT IS THE COMMITTEE'S JUDGMENT THAT THE STRUCTURE OF THE TOTAL COMPENSATION PROGRAM IS VITAL TO, AND STRONGLY SUPPORTIVE OF, THE HIGH LEVEL OF ONGOING SUCCESS OF UPMC AND FOSTERS THE RETENTION OF CRITICAL OFFICER AND KEY EMPLOYEE TALENT. THE TOTAL COMPENSATION DETERMINATION PROCESS UTILIZED BY THE COMMITTEE IS INTENDED TO SATISFY THE "REBUTTABLE PRESUMPTION OF REASONABLENESS" AS SET FORTH IN THE REGULATIONS TO SECTION 4958 OF THE INTERNAL REVENUE CODE ("CODE"). THIS MEANS THAT COMPENSATION PROGRAMS AND LEVELS ARE APPROVED IN ADVANCE BY THE COMMITTEE WHICH IS COMPOSED ENTIRELY OF OUTSIDE DIRECTORS WHO DO NOT HAVE A CONFLICT OF INTEREST, AS DEFINED BY THE RELEVANT REGULATIONS, WITH RESPECT TO THE COMPENSATION PROGRAM AND LEVELS. THE COMMITTEE OBTAINS AND RELIES UPON A BROAD RANGE OF APPROPRIATE DATA AS TO COMPARABILITY PRIOR TO MAKING ITS DETERMINATIONS. THE COMMITTEE THEN CONTEMPORANEOUSLY DOCUMENTS, IN FORMAL MEETING MINUTES, THE BASIS AND REASONS FOR ITS DETERMINATIONS. THE TOTAL COMPENSATION PROGRAM IS DESIGNED AND ADMINISTERED IN ACCORDANCE WITH THE UPMC BYLAWS, SOUND BUSINESS PRACTICES, THE TENETS OF COMMON LAW BUSINESS JUDGMENT AND FIDUCIARY RESPONSIBILITY AS WELL AS ADHERENCE TO ALL RELEVANT FEDERAL, STATE AND LOCAL LAWS. IN ADDITION TO CODE SECTION 4958, AS SET FORTH ABOVE, THIS INCLUDES BUT IS NOT LIMITED TO CODE SECTION 501(C)(3) AND THE APPLICABLE REGULATIONS THEREUNDER AS WELL AS ALL LAWS AND REGULATIONS PROHIBITING PRIVATE INUREMENT, PRIVATE BENEFIT TRANSACTIONS AND DISCRIMINATION. FURTHER, THE COMMITTEE HAS IDENTIFIED AND ADOPTED, AS APPROPRIATELY MODIFIED FOR UPMC, COMPENSATION PROGRAM "BEST PRACTICES" FROM THE BUSINESS WORLD (E.G. SARBANES OXLEY, SEC, ETC.). THE COMMITTEE BELIEVES THAT WHILE THESE PRACTICES ARE NOT REQUIRED IN THE TAX EXEMPT SECTOR, THEY ARE IN THE BEST INTERESTS OF THE ORGANIZATION AND FURTHER SUPPORT UPMC'S NONPROFIT MISSION. IN ACCORDANCE WITH THE ABOVE, DETERMINATION OF TOTAL COMPENSATION FOR THE CEO IS MADE EXCLUSIVELY BY THE COMMITTEE. DETERMINATION OF TOTAL COMPENSATION FOR OTHER OFFICERS AND KEY EMPLOYEES IS RECOMMENDED BY THE CEO AND SUBJECT TO REVIEW AND APPROVAL BY THE COMMITTEE. THE COMMITTEE, WHICH MEETS AT LEAST FOUR TIMES A YEAR, OBTAINS PROFESSIONAL ADVICE FROM ITS OWN EXPERTS, INCLUDING ACCOUNTANTS, EXECUTIVE COMPENSATION CONSULTANTS AND LEGAL COUNSEL. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY AVAILABLE FOR PUBLIC INSPECTION UPON REQUEST. THE ORGANIZATION INCLUDES A COPY OF ITS FINANCIAL STATEMENTS WITH THE STATE REGISTRATION FILED WITH THE PENNSYLVANIA DEPARTMENT OF STATE, BUREAU OF CHARITABLE ORGANIZATIONS. THESE DOCUMENTS ARE A MATTER OF PUBLIC RECORD AND CAN BE VIEWED AT THE BUREAU OFFICE. FORM 990, PART XI, LINE 9: NET ASSETS RELEASED FROM RESTRICTION -7,902,623. PART XII, LINE 2C: UPMC HAS AN AUDIT COMMITTEE THAT IS ESTABLISHED TO ASSIST THE BOARD OF DIRECTORS IN FULFILLING ITS OVERSIGHT RESPONSIBILITIES BY MONITORING UPMC CONSOLIDATED FINANCIAL REPORTS AND OTHER FINANCIAL INFORMATION PROVIDED BY UPMC TO GOVERNMENTAL BODIES, THE PUBLIC OR OTHER EXTERNAL ENTITIES. THE UPMC'S SYSTEM OF INTERNAL CONTROLS REGARDING FINANCE, ACCOUNTING, LEGAL COMPLIANCE AND ETHICS THAT MANAGEMENT AND THE BOARD HAVE ESTABLISHED AND UPMC'S INTERNAL AUDITING, ACCOUNTING AND FINANCIAL REPORTING PROCESSES ALSO PROVIDED OVERSIGHT. PART XII, LINE 2B: THE ORGANIZATION'S FINANCIAL STATEMENTS ARE PART OF A CONSOLIDATED FINANCIAL STATEMENT AUDIT PERFORMED BY EY FOR UPMC AND ALL SUBSIDIARIES. THE ENTIRE SYSTEM'S FINANCIAL STATEMENTS, OF WHICH THIS ORGANIZATION IS PART, ARE POSTED ON THE UPMC WEBSITE. (WWW.UPMC.COM) THE FINANCIAL STATEMENT AUDIT DURING THE 990 FILING PERIOD IS FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2023. 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