2025-08-08T15:53:31+00:00 2024-09-30 346565596 ERNST & YOUNG US LLP 200 CLARENDON STREET BOSTON MA 021165072 990 2023-10-01 222577707 Norwalk Hospital Foundation NORW 2038522216 34 MAPLE STREET NORWALK CT 06850 DANIEL DEBARBA CFO/TREASURER 2025-08-08 true George Pagano P01978122 6172662000 2025-08-06 2023 2025-03-06 01:10:19Z GRACE LINHARD 34 MAPLE STREET NORWALK CT 06850 21930958 false X WWW.NORWALKHOSPITAL.ORG X 1985 CT THE MISSION OF NORWALK HOSPITAL FOUNDATION IS TO RAISE FUNDS, REINVEST AND ADMINISTER THESE FUNDS AND MAKE DISTRIBUTIONS TO NORWALK HOSPITAL AND OTHER NOT-FOR- PROFIT NORWALK HOSPITAL AFFILIATES. 5 4 0 17 -607 0 10754376 10928963 0 178779 2446308 46800 74160 10979955 13449431 20132869 11504516 0 0 0 0 3371113 3624374 23503982 15128890 -12524027 -1679459 154963109 164227064 4676903 710230 150286206 163516834 THE MISSION OF NORWALK HOSPITAL FOUNDATION IS TO RAISE FUNDS, REINVEST AND ADMINISTER THESE FUNDS AND MAKE DISTRIBUTIONS TO NORWALK HOSPITAL AND OTHER NOT-FOR-PROFIT NORWALK HOSPITAL AFFILIATES. false false 11504516 11534516 0 NORWALK HOSPITAL FOUNDATION, INC. IS A NOT-FOR-PROFIT CORPORATION LOCATED IN NORWALK, CONNECTICUT. IT WAS ORGANIZED AS A NON-STOCK CORPORATION UNDER THE LAWS OF CONNECTICUT FOR THE PURPOSE OF SOLICITING, RECEIVING, HOLDING, INVESTING AND ADMINISTERING CONTRIBUTIONS ON BEHALF OF THE NORWALK HOSPITAL AND OTHER NOT-FOR-PROFIT HEALTHCARE AFFILIATES. 11504516 true true false false false false false false true true false false true true true false true false false false false false false true false false true false true false false false false false false false false true false false false true true true true false false true X 5 0 true 0 false false false false false true true false false false false false false X 5 4 false false false false true true true true true false false true true true true true true false true false CA CO FL AL HI IL KS KY ME AK MD MA MN MS NV NH NJ NM NY NC ND OH OK OR PA SC TN WA WI X KAREN DARCY 2037394593 100 RESERVE ROAD DANBURY CT 06810 JAVED SHAHID MD CHAIR (FROM 01/01) 1.0 0 X X 0 0 0 JENNIFER TOLL VICE CHAIR (FROM 01/01) 1.0 0 X X 0 0 0 JOSHUA WEINSHANK ESQ VICE CHAIR (TO 12/31) 1.0 3.0 X X 0 0 0 LISA A ESNEAULT CHAIR (TO 12/31) 1.0 7.0 X X 0 0 0 AMY AHASIC MD DIRECTOR (FROM 01/01) 0.5 42.0 X 0 487928 68476 CAROL KACHMARCK DIRECTOR (FROM 01/01) 0.5 0 X 0 0 0 G BLANE WITHERS DIRECTOR (TO 12/31) 0.5 0.5 X 0 0 0 JAMES NAUGHTON DIRECTOR (TO 12/31) 0.5 0.5 X 0 0 0 JOSHUA FRANCIS DIRECTOR (TO 12/31) 0.5 0.5 X 0 0 0 KRISTIN MCKINNEY DIRECTOR 0.5 0.5 X 0 0 0 MATTHEW HAWLEY DIRECTOR (TO 12/31) 0.5 0.5 X 0 0 0 BRIAN WYATT SECRETARY & CHIEF LEGAL OFFICER 0.5 49.5 X 0 634212 124638 DANIEL DEBARBA CHIEF FINANCIAL OFFICER; TREASURER 0.5 49.5 X 0 1474165 175627 GRACE LINHARD CHIEF DEVELOPMENT OFFICER 8.5 34.0 X 0 615954 76482 0 3212259 445223 0 false true false 0 349183 10579780 218258 10928963 0 0 0 0 0 2527187 -607 2527794 0 0 8290775 8371655 -80880 0 -80879 -80879 184032 349183 109872 74160 74160 0 0 0 0 0 13449431 0 -607 2521075 11504516 11504516 97026 97026 0 0 0 0 147131 147131 9631 9631 ALLOCATION OF SHARED EXPENSES 3370586 3370586 0 0 0 0 15128890 11504516 3624374 0 698318 1768440 0 29066261 23086089 0 0 0 0 0 0 57455 57455 9631 0 0 0 125188899 139372535 154963109 164227064 5429 0 0 4671474 710230 4676903 710230 X 72490806 83318506 77795400 80198328 150286206 163516834 154963109 164227064 X -1679459 13904860 1005227 X false true X true true true X 5814711 15547376 19384162 10754376 10928963 62429588 0 0 5814711 15547376 19384162 10754376 10928963 62429588 23944020 38485568 15523463 7756370 6803726 65905 2527187 32676651 0 0 27800 19575 54419 107750 184032 393576 95499815 376511 0.4030 0.3855 X Schedule A, Part II, Line 10 Other Income DESCRIPTION - GROSS RECEIPTS FROM RELATED ACTIVITIES, COLUMN A - 27800.0, COLUMN B - 19575.0, COLUMN C - 54419.0, COLUMN D - 107750.0, COLUMN E - 184032.0, COLUMN F - 393576.0; RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 36871661 16700 4745596 900755 40733202 35004509 308800 2095064 536712 36871661 38313623 449362 -2716455 1042021 35004509 33591729 394542 4945636 618284 38313623 30034023 1988844 2002292 433430 33591729 0.4122 0.3753 0.2125 false true true 57455 57455 0 0 INTEREST IN INVESTMENT HELD BY WCHN INV. LLC 136961556 DUE FROM RELATED PARTIES 2396572 PREPAID EXPENSES 14407 Land investment 139372535 DUE TO RELATED PARTIES 364994 RESERVE ANNUITY 345236 710230 X Schedule D, Part V, Line 4 Intended uses of endowment funds NORWALK HOSPITAL FOUNDATION'S ENDOWED FUNDS MAY BE USED TO SUPPORT THE CAPITAL AND OPERATING EXPENSES OF NORWALK HOSPITAL ASSOCIATION AND THEIR NOT-FOR-PROFIT AFFILIATES, AND MAY INCLUDE SCHOLARSHIPS, SALARIES, ETC., ALL AS DICTATED BY DONOR INTENT. Schedule D, Part X, Line 2 FIN 48 (ASC 740) footnote AS OF SEPTEMBER 30, 2024, THERE ARE NO UNRECOGNIZED TAX BENEFITS RESULTING FROM UNCERTAIN TAX POSITIONS. 2024 Golf 284660 165497 119163 58126 7036 2024 Walk 248555 183686 64869 18928 25782 0 533215 349183 184032 77054 32818 109872 74160 true Norwalk Hospital Association 34 Maple Street Norwalk CT 06850 066068853 501(c)(3) 9628096 30000 FMV Space conceptualization and design Operational Support Nuvance Health Medical Practice CT Inc 100 Reserve Road Danbury CT 06810 061137531 501(c)(3) 971409 Operational Support Western CT Health Network Inc 100 Reserve Road Danbury CT 06810 222594977 501(c)(3) 494264 Operational Support Danbury Hospital 24 Hospital Avenue Danbury CT 06810 060646597 501(c)(3) 319212 Operational Support Nuvance Health 45 Reade Place Poughkeepsie NY 12601 834214573 501(c)(3) 71534 Operational Support Nuvance Health Medical Practice PC 45 Reade Place Poughkeepsie NY 12601 562669185 501(c)(3) 20000 Operational Support 6 0 Schedule I, Part I, Line 2 Procedures for monitoring use of grant funds. ALL GRANTS WERE MADE TO RELATED IRC SEC. 501(C)(3) ORGANIZATIONS, THEREFORE IT WAS NOT NECESSARY TO REVIEW THE PUBLIC CHARITY STATUS OF THE DONEE. THE PURPOSE OF THE GRANT FUNDS ARE REVIEWED AND APPROVED BY THE FOUNDATION OFFICERS TO ASSURE COMPLIANCE WITH DONOR INTENTIONS AND/OR BOARD APPROVALS. false true false false false false false false false AMY AHASIC MD DIRECTOR (FROM 01/01) 0 410616 0 71006 0 6306 0 19800 0 48676 0 556404 0 0 DANIEL DEBARBA CHIEF FINANCIAL OFFICER; TREASURER 0 810684 0 623143 0 40338 0 146400 0 29227 0 1649792 0 0 GRACE LINHARD CHIEF DEVELOPMENT OFFICER 0 426219 0 160000 0 29735 0 73140 0 3342 0 692436 0 0 BRIAN WYATT SECRETARY & CHIEF LEGAL OFFICER 0 480215 0 150000 0 3997 0 77562 0 47076 0 758850 0 0 Schedule J, Part I, Line 3 Arrangement used to establish the top management official's compensation NORWALK HOSPITAL FOUNDATION RELIED ON NUVANCE HEALTH, A RELATED TAX EXEMPT ORGANIZATION, TO APPROVE AND DETERMINE COMPENSATION FOR THE CEO AND TOP MANAGEMENT, WHICH USED A COMPENSATION COMMITTEE, AN INDEPENDENT COMPENSATION CONSULTANT, WRITTEN EMPLOYMENT CONTRACTS, COMPENSATION SURVEY OR STUDY AND APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE TO GATHER COMPARABLE DATA ON 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 OR 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 AMOUNTS EARNED BY THE PARTICIPANTS ARE REPORTED ON SCHEDULE J, PART II, COLUMN (C) RETIREMENT AND OTHER DEFERRED COMPENSATION. FOR CALENDAR YEAR 2023, AMOUNTS EARNED BY KEY MEMBERS OF THE EXECUTIVE MANAGEMENT TEAM WERE AS FOLLOWS: DANIEL DEBARBA $126,600 BRIAN WYATT $57,763 GRACE LINHARD $53,340 X 10 218258 Market value 0 false false false Schedule M, Part I Explanations of reporting method for number of contributions Securities - Publicly traded - THE NUMBERS REPORTED IN COLUMN (B) REPRESENT THE NUMBER OF ITEMS CONTRIBUTED. Form 990, Part V, Line 2a W-3 FILING MOST EMPLOYEES ARE PAID BY A RELATED ORGANIZATION UNDER A COMMON PAYMASTER ARRANGEMENT. AS SUCH, REQUIRED PAYROLL FILING (INCLUDING FORMS W-2 AND W-3) IS REPORTED UNDER RELATED ORGANIZATIONS. Form 990, Part VI, Line 12a WRITTEN CONFLICT OF INTEREST POLICY THE POLICIES EXIST AT THE PARENT LEVEL, WHICH ARE FOLLOWED BY EACH ENTITY AND ARE APPROVED BY THE PARENT BOARD, BUT NOT EACH INDIVIDUAL BOARD. THIS EXCLUDES THE RECORD RETENTION POLICY, WHICH IS APPROVED ONLY BY THE PARENT AUDIT COMMITTEE. Form 990, Part VI, Line 6 Classes of members or stockholders WESTERN CONNECTICUT HEALTH NETWORK, INC. IS THE SOLE MEMBER OF NORWALK HOSPITAL FOUNDATION. NUVANCE HEALTH IS THE SOLE MEMBER OF WESTERN CONNECTICUT HEALTH NETWORK, 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 WESTERN CONNECTICUT HEALTH NETWORK, INC. ("THE MEMBER") SHALL HAVE THE EXCLUSIVE RIGHT (I)TO ELECT THE CORPORATION'S BOARD OF DIRECTORS AND TO APPOINT INDIVIDUALS TO FILL VACANCIES ON THE BOARD OF DIRECTORS; (II)AMEND THE BYLAWS OF THE CORPORATION; AND (III)TO REMOVE ANY DIRECTOR WITH OR WITHOUT CAUSE. Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders CERTAIN FUNDAMENTAL DECISIONS TO BE UNDERTAKEN BY THE CORPORATION REQUIRE THE APPROVAL OF THE MEMBER. (A) THE ACTIONS LISTED BELOW, TAKEN FOR THE CORPORATION OR IN ITS CAPACITY VOTING AS A SHAREHOLDER OR MEMBER OF A SUBSIDIARY ("FOUNDATION SUBSIDIARY") SHALL NOT REQUIRE APPROVAL BY THE BOARD AND ARE RESERVED SOLELY TO THE MEMBER: (I) THE AMENDMENT OF THESE BYLAWS; (II) THE ELECTION OR REMOVAL OF A DIRECTOR; (III) APPROVAL OF POLICIES RELATING TO THE CONTROL AND SUPERVISION OF THE INVESTMENT OF THE CORPORATION'S FUNDS, AND THE FUNDS OF ANY FOUNDATION SUBSIDIARY, INCLUDING, BUT NOT LIMITED TO, THOSE FUNDS AND PROPERTIES WHICH MAY HAVE BEEN DONATED, BEQUEATHED OR DEVISED, OR GIVEN IN TRUST FOR THE LIMITED OR GENERAL USE OF THE CORPORATION OR A FOUNDATION SUBSIDIARY; (IV) APPROVAL OF THE ADOPTION OF OR AMENDMENT TO ANY QUALIFIED BENEFIT PLAN (UNLESS THE TERMS OF THE PLAN REQUIRE APPROVAL OF THE BOARD, IN WHICH CASE THE MEMBER SHALL ALSO APPROVE SUCH ACTION); (V) APPROVAL OF THE ADOPTION OF OR AMENDMENT TO ANY NON-QUALIFIED BENEFIT PLAN; AND (VI) APPROVAL OF THE ADOPTION OF OR AMENDMENT TO THE POLICIES AND PROCEDURES GOVERNING: (A) INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE CORPORATION OR ANY FOUNDATION SUBSIDIARY; (B) CONFLICTS OR DUALITIES OF INTEREST; (C) ACCOUNTING AND INVESTMENT STANDARDS AND PRACTICES; AND (D) SUCH OTHER POLICIES AS THE MEMBER MAY FROM TIME TO TIME DETERMINE. (B) THE ACTIONS LISTED BELOW, TAKEN FOR THE CORPORATION OR IN ITS CAPACITY VOTING AS A SHAREHOLDER OR MEMBER OF A FOUNDATION SUBSIDIARY, WHICH REQUIRE APPROVAL OF THE BOARD, MUST ALSO BE APPROVED BY THE MEMBER: (I) THE ELECTION AND REMOVAL OF A DIRECTOR OF A FOUNDATION SUBSIDIARY; (II) THE ELECTION OF THE OFFICERS OF THE CORPORATION; (III) APPROVAL OF THE CAPITAL BUDGET AND OPERATING BUDGET OF THE CORPORATION AND OF ANY FOUNDATION SUBSIDIARY; (IV) AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF THE CORPORATION OR ANY FOUNDATION SUBSIDIARY; (V) AMENDMENT OF THE BYLAWS OR OPERATING AGREEMENT OF ANY FOUNDATION SUBSIDIARY; (VI) THE SALE, LEASE, EXCHANGE OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE PROPERTY OR ASSETS OF THE CORPORATION OR ANY FOUNDATION SUBSIDIARY; (VII) APPROVAL OF THE CREATION OF ANY CORPORATION OF WHICH THE CORPORATION OR A FOUNDATION SUBSIDIARY IS THE SOLE OR CONTROLLING MEMBER OR SOLE OR CONTROLLING SHAREHOLDER; THE MERGER OR CONSOLIDATION OF THE CORPORATION OR ANY FOUNDATION SUBSIDIARY WITH ANOTHER CORPORATION; AND THE REORGANIZATION, LIQUIDATION OR DISSOLUTION OF THE CORPORATION OR ANY FOUNDATION SUBSIDIARY; (VIII) APPROVAL OF LOANS BY THE CORPORATION OR ANY FOUNDATION SUBSIDIARY, OR THE INCURRING OF ANY INDEBTEDNESS, SECURED OR UNSECURED, WHICH EXCEEDS FIFTY THOUSAND DOLLARS ($50,000) OR WHICH HAS A TERM LONGER THAN ONE YEAR; (IX) APPROVAL OF UNBUDGETED EXPENDITURES IN EXCESS OF FIFTY THOUSAND DOLLARS ($50,000) OR ANY INCREASE IN ANY APPROVED ANNUAL OPERATING OR CAPITAL BUDGET; (X) APPROVAL OF ANY AGREEMENT OR TRANSACTION OF THE CORPORATION OR ANY FOUNDATION SUBSIDIARY INVOLVING AN AMOUNT GREATER THAN TWO HUNDRED THOUSAND DOLLARS ($200,000), OTHER THAN AN AGREEMENT RELATING TO THE DONATION OF FUNDS TO THE CORPORATION OR A FOUNDATION SUBSIDIARY, WITH ANOTHER INDIVIDUAL OR ENTITY, PROVIDED THAT ANY UNBUDGETED TRANSFER OF FUNDS IN EXCESS OF THE AGGREGATE AMOUNT OF TWENTY-FIVE THOUSAND DOLLARS ($25,000) PER FISCAL YEAR BY GRANT, GIFT OR SIMILAR ARRANGEMENT FROM THE CORPORATION TO ANY ENTITY NOT AFFILIATED WITH THE MEMBER MUST ALSO BE APPROVED BY THE MEMBER; (XI) APPROVAL OF THE AFFILIATION OF THE CORPORATION OR ANY FOUNDATION SUBSIDIARY WITH ANY OTHER ENTITY FOR THE PURPOSES OF THE JOINT CONDUCT OF BUSINESS OR OTHER PURPOSES, WHETHER IN THE FORM OF PARTICIPATION IN SAID ENTITY THROUGH THE HOLDING OF STOCK OR BY MEMBERSHIP OR IN THE FORM OF PARTNERSHIP, JOINT VENTURE, CO-TENANCY OR ANY OTHER FORM OF OWNERSHIP OR CONTROL; (XII) CREATION OF ANY COMMITTEE WHICH SHALL HAVE THE AUTHORITY TO ACT ON BEHALF OF THE BOARD OR ON BEHALF OF ANY FOUNDATION SUBSIDIARY; (XIII) APPROVAL OF ANY CONVEYANCE OF, OR THE GRANTING OF MORTGAGES OR TRUSTS ON ANY REAL PROPERTY ASSETS OF THE CORPORATION OR OF ANY FOUNDATION SUBSIDIARY; AND (XIV) APPROVAL OF THE STRATEGIC PLAN OF THE CORPORATION AND OF ANY FOUNDATION SUBSIDIARY. 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 ARE AVAILABLE TO THE PUBLIC UPON REQUEST. THE DOCUMENTS ARE PROVIDED EITHER ELECTRONICALLY OR AS 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, Line 1a ADDITIONAL COMPENSATION INFORMATION FOR THOSE OFFICERS 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", REPRESENTS BENEFITS, AND DO NOT REFLECT ANY COMPENSATION FOR WHICH THE AVERAGE AMOUNT OF TIME WORKED CAN BE REFLECTED. Form 990, Part XI, Line 9 Other changes in net assets or fund balances CHANGE IN PLEDGE ALLOWANCE - 525661; CHANGE IN PLEDGE DISCOUNT - 495567; INTERFUND TRANSFERS TO DHNMHF - 147406; Unrestricted Net Asset Transfer to NH - -43407; PLEDGE WRITE-OFFS - -120000; Gardiner Trust Holdings LLC 34 Maple Street Norwalk CT 06850 222577707 Investments CT Norwalk Hospital Foundation Waterfowl Holdings LLC 34 Maple Street Norwalk CT 06850 222577707 Investments CT Norwalk Hospital Foundation GBG Mitigation Holdings LLC 34 Maple Street Norwalk CT 06850 222577707 Investments CT Norwalk Hospital Foundation JWG Holdings LLC 34 Maple Street Norwalk CT 06850 222577707 Investments CT Norwalk Hospital Foundation Pine Pasture Holdings LLC 34 Maple Street Norwalk CT 06850 222577707 Investments CT Norwalk Hospital Foundation Turners Bay Holdings LLC 34 Maple Street Norwalk CT 06850 222577707 Investments CT Norwalk Hospital Foundation 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 ACUTE CARE 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 (CERTIFIED) 45 READE PLACE POUGHKEEPSIE NY 12601 141788412 HOME HEALTH NY 501(c)(3) 10 HQ true HEALTH QUEST HOME CARE INC (LICENSED) 45 READE PLACE POUGHKEEPSIE NY 12601 141788410 HOME HEALTH NY 501(c)(3) 10 HQ true NUVANCE HEALTH MEDICAL PRACTICE PC 45 READE PLACE POUGHKEEPSIE NY 12601 562669185 MEDICAL CARE NY 501(c)(3) 10 HQ true HEALTH QUEST SYSTEMS INC 45 READE PLACE POUGHKEEPSIE NY 12601 141678068 MANAGEMENT NY 501(c)(3) 10 NUVANCE true HEALTH QUEST URGENT MEDICAL CARE PRACTICE PC 45 READE PLACE POUGHKEEPSIE NY 12601 800152047 MEDICAL CARE NY 501(c)(3) 10 HQ true HUDSON VALLEY CARDIOVASCULAR PRACTICE PC 1 COLUMBIA POUGHKEEPSIE NY 12601 463756713 MEDICAL CARE 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 6526 SPRINGBROOK AVENUE RHINEBECK NY 12572 223129608 NURSING HOME NY 501(c)(3) 10 HQ true NUVANCE HEALTH 45 READE PLACE POUGHKEEPSIE NY 12601 834214573 SUPPORT 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 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