2025-08-14T07:27:57-05:00 2024-09-30 920460586 PWC US TAX LLP 101 SEAPORT BLVD BOSTON MA 02210 990 2023-10-01 030225105 THE UNIVERSITY OF VERMONT HEALTH NETWORK MEDICAL GROUP INC UNIV 8028475959 111 COLCHESTER AVENUE BURLINGTON VT 05401 JENNIFER GAGNON TREASURER 8028475959 2025-08-14 1 0 PAUL J TANIS P01441612 6175305000 2023 2025-03-06 01:10:19Z DR JASON SANDERS 111 COLCHESTER AVENUE BURLINGTON VT 05401 385379036 0 X WWW.UVMHEALTH.ORG/MEDCENTER X 1994 VT SERVE AS THE GOVERNING ORGANIZATION FOR PHYSICIANS EMPLOYED TO PROVIDE CLINICAL SERVICES TO AFFILIATED MEMBER HOSPITALS OF THE UNIVERSITY OF VERMONT HEALTH NETWORK. 14 3 1230 0 0 0 0 0 352661914 385379036 0 0 0 0 352661914 385379036 0 0 0 0 352661914 385379036 0 0 0 0 0 352661914 385379036 0 0 0 0 0 0 0 0 X SERVE AS THE GOVERNING ORGANIZATION FOR PHYSICIANS WHO ARE EMPLOYED TO PROVIDE CLINICAL SERVICES TO AFFILIATED MEMBER HOSPITALS (THE "AFFILIATED HOSPITALS") OF THE UNIVERSITY OF VERMONT HEALTH NETWORK ("UVM HEALTH NETWORK"). 0 0 385379036 385379036 SEE SCHEDULE O 385379036 1 0 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 1 0 0 0 0 0 0 1 1 1 0 0 1 0 0 1230 1 0 0 0 0 0 0 0 0 0 0 0 0 X 14 3 0 0 1 0 1 0 1 1 1 0 0 1 1 1 1 1 1 0 0 0 X JENNIFER GAGNON 8028474742 111 COLCHESTER AVENUE BURLINGTON VT 05401 X DR WAJIH AKSAMAWATI DIT ARJA DIRECTOR (TIL 12/2023) 35.00 0.00 X 655866 0 63887 DR KIMBERLY BLAKE 1 DIRECTOR (AS OF 1/2024) 45.00 0.00 X 268985 0 52002 DR LAURA MCCRAY 1 DIRECTOR (AS OF 1/2024) 44.00 1.00 X 232239 0 54631 DR LEWIS RFIRST 1 DIRECTOR (TIL 12/2023) 2.00 48.00 X 400085 0 67020 DR MARK FUNG 1 DIRECTOR (TIL 12/2023) 35.00 0.00 X 315450 0 32240 DR STUART HOFFMAN SECRETARY 45.00 0.00 X X 395331 0 36024 DR GREGORY HOLMES 1 DIRECTOR (TIL 7/2024) 2.00 48.00 X 256587 0 28458 DR BENJAMIN SMITH DIRECTOR (AS OF 1/2024) 45.00 0.00 X 394546 0 55235 AMIT LODHA DIRECTOR 2.00 0.00 X 0 0 0 DR CLAUDE NICHOLS 1 DIRECTOR 45.00 0.00 X 712820 0 45484 DR ANNE DIXON 1 DIRECTOR (AS OF 8/2024) 45.00 0.00 X 310965 0 59383 DR WILLIAM RASZKA JR 1 CHAIR 45.00 0.00 X X 67679 0 30612 DR JASON SANDERS 1 PRESIDENT & CEO 41.00 9.00 X X 0 508675 95550 MEGAN BUCKLEY DIRECTOR 2.00 0.00 X 0 0 0 EDWARD CARROLL DIRECTOR 2.00 0.00 X 0 0 0 DR TERESA FAMA VICE CHAIR 35.00 0.00 X X 226005 0 27672 DR RAMSEY HERRINGTON 1 DIRECTOR 2.00 48.00 X 478139 0 69242 DR DEBRA LEONARD 1 DIRECTOR 43.00 2.00 X 424880 0 60335 JENNIFER GAGNON TREASURER & VP OF FIN 40.00 10.00 X 0 282332 20621 LISA LGOODRICH VP MED GROUP OPS (TIL 1/2024) 40.00 10.00 X 0 416444 74035 DR ERIC GAUTHIER 1 PHYSICIAN CARDIOLOGY 45.00 0.00 X 873515 0 36358 DR TODD WHITMAN ONCOLOGIST 45.00 0.00 X 807510 0 59617 DR MARISSA MATARRESE PLASTIC SURGEON 45.00 0.00 X 879047 0 61871 DR ROGER ISHAC 1 CARDIOLOGY PHYSICIAN MEDICINE 45.00 0.00 X 820410 0 82378 DR BRUCE TRANMER 1 DIVISION CHIEF 45.00 0.00 X 843716 0 43737 DR IRA BERNSTEIN 1 FMR OFFICER, NET CHAIR (TIL 6/2024) 45.00 0.00 X 490305 0 97760 RICHARD VINCENT FMR TREASURER 2.00 48.00 X 0 783080 64609 DR KRISTEN DESTIGTER 1 FMR SECRETARY 2.00 48.00 X 603566 0 73268 DR THOMAS PETERSON 1 FMR CHAIR 34.00 1.00 X 187835 8025 23746 DR NATASHA WITHERS FMR VICE CHAIR 45.00 0.00 X 293907 0 57474 10939388 1998556 1473249 967 1 1 0 0 PHYSICIAN SERVICES 900099 385379036 385379036 385379036 385379036 385379036 0 0 5354695 5354695 3214721 3214721 322342742 322342742 19109933 19109933 20328082 20328082 15028863 15028863 385379036 385379036 0 0 0 0 0 0 X 0 0 0 0 0 0 0 0 0 0 0 0 X X 0 1 X 1 0 X X 7 UNIVERSITY OF VERMONT MEDICAL CENTER INC 030219309 3 1 0 0 CENTRAL VERMONT MEDICAL CENTER INC 222547186 3 1 0 0 CHAMPLAIN VALLEY PHYSICIANS HOSPITAL 141338471 3 1 0 0 ELIZABETHTOWN COMMUNITY HOSPITAL 141364513 3 1 0 0 ALICE HYDE MEDICAL CENTER 150346515 3 1 0 0 PORTER HOSPITAL INC 030181058 3 1 0 0 UVMHN HOME HEALTHCARE & HOSPICE 030179603 3 0 0 0 7 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 PART IV, SECTION A, LINE 1 THE MEDICAL GROUP ARTICLES OF INCORPORATION STATE THAT ITS PUPRPOSE SHALL BE TO OPERATE A PHYSICIAN GROUP PRACTICE IN ORDER TO ADVANCE THE CLINICAL CARE, EDUCATION, AND TRAINING MISSIONS OF THE UVM MEDICAL CENTER (F/K/A FLETCHER ALLEN HEALTH CARE) AND AFFILIATED ORGANIZATIONS. PART IV, SECTION B, LINE 1: THE CONTROLLING SUPPORTED ORGANIZATIONS ARE HOSPITALS DESCRIBED IN SECTION 170(B)(1)(A)(III) OF THE INTERNAL REVENUE CODE AND WHOLLY OWNED SUBSIDIARIES OF A COMMON PARENT, THE UNIVERSITY OF VERMONT HEALTH NETWORK. UNDER THE ORGANIZATION'S BYLAWS, THE SUPPORTED HOSPITALS HAVE A SUBSTANTIAL DEGREE OF DIRECTION OVER THE ORGANIZATION'S POLICIES, PROGRAMS, AND ACTIVITIES IN THE FOLLOWING WAYS: (1) THE MAJORITY OF THE ORGANIZATION'S BOARD OF DIRECTORS IS COMPRISED OF PHYSICIANS WHO PRACTICE AT THE SUPPORTED HOSPITALS; AND (2) THE CHIEF EXECUTIVE OFFICER OF THE UNIVERSITY OF VERMONT HEALTH NETWORK RESERVES THE RIGHT TO APPROVE MATTERS OR ACTIONS BY THE ORGANIZATION'S BOARD INCLUDING BUT NOT LIMITED TO OPERATING AND CAPITAL BUDGETS; HIRING AND EMPLOYMENT OF PHYSICIANS; PHYSICIAN COMPENSATION; SELECTION, APPOINTMENT, AND TERMINATION OF THE ORGANIZATION'S PRESIDENT; PATIENT CARE CONTRACTS; CERTAIN CAPITAL EXPENDITURES; AND THE ELECTION OR APPOINTMENT OF VOTING DIRECTORS. AS THE PRIMARY PROVIDER OF PHYSICIAN SERVICES TO THE SUPPORTED HOSPITALS, THE ORGANIZATION IS RESPONSIVE TO THE NEEDS AND DEMANDS OF THE SUPPORTED HOSPITALS AND CONSTITUTES AN INTEGRAL PART OF THEIR OPERATIONS. THE ORGANIZATION'S BYLAWS PROVIDE THAT THE LONG-TERM MISSION OF THE ORGANIZATION SHALL COMPLEMENT AND BE CONSISTENT WITH THE CHARITABLE PURPOSES OF THE SUPPORTED HOSPITALS, AND THAT THE ORGANIZATION SHALL BE ACCOUNTABLE TO MEET THE PHYSICIAN AND PROFESSIONAL NEEDS OF THE COMMUNITIES SERVED BY THE SUPPORTED HOSPITALS. 0 X PART X, LINE 2: THE UNIVERSITY OF VERMONT HEALTH NETWORK MEDICAL GROUP, INC. IS INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE UNIVERSITY OF VERMONT HEALTH NETWORK. PAGE 18 OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTAINS A FOOTNOTE INDICATING THAT NO PROVISION FOR FEDERAL INCOME TAXES HAS BEEN RECORDED. 0 1 0 0 0 0 0 1 1 1 DR MARISSA MATARRESE PLASTIC SURGEON 873228 0 0 0 5819 0 19800 0 42071 0 940918 0 0 0 DR ERIC GAUTHIER 1 PHYSICIAN CARDIOLOGY 795000 0 0 0 78515 0 29700 0 6658 0 909873 0 0 0 DR ROGER ISHAC 1 CARDIOLOGY PHYSICIAN MEDICINE 765641 0 0 0 54769 0 45600 0 36778 0 902788 0 0 0 DR BRUCE TRANMER 1 DIVISION CHIEF 776650 0 0 0 67066 0 39600 0 4137 0 887453 0 0 0 DR TODD WHITMAN ONCOLOGIST 729330 0 0 0 78180 0 19800 0 39817 0 867127 0 0 0 RICHARD VINCENT FMR TREASURER 0 581305 0 91500 0 110275 0 29700 0 34909 0 847689 0 0 DR CLAUDE NICHOLS 1 DIRECTOR 568559 0 60747 0 83514 0 39600 0 5884 0 758304 0 0 0 DR WAJIH AKSAMAWATI DIT ARJA DIRECTOR (TIL 12/2023) 631950 0 0 0 23916 0 19800 0 44087 0 719753 0 0 0 DR KRISTEN DESTIGTER 1 FMR SECRETARY 536263 0 55246 0 12057 0 38972 0 34296 0 676834 0 0 0 DR JASON SANDERS 1 PRESIDENT & CEO 0 407420 0 89269 0 11986 0 58037 0 37513 0 604225 0 0 DR IRA BERNSTEIN 1 FMR OFFICER, NET CHAIR (TIL 6/2024) 413378 0 44891 0 32036 0 59400 0 38360 0 588065 0 0 0 DR RAMSEY HERRINGTON 1 DIRECTOR 421103 0 44550 0 12486 0 29700 0 39542 0 547381 0 0 0 LISA LGOODRICH VP MED GROUP OPS (TIL 1/2024) 0 379299 0 28723 0 8422 0 39600 0 34435 0 490479 0 0 DR DEBRA LEONARD 1 DIRECTOR 366329 0 39745 0 18806 0 29700 0 30635 0 485215 0 0 0 DR LEWIS RFIRST 1 DIRECTOR (TIL 12/2023) 345017 0 38599 0 16469 0 39600 0 27420 0 467105 0 0 0 DR BENJAMIN SMITH DIRECTOR (AS OF 1/2024) 371009 0 0 0 23537 0 19800 0 35435 0 449781 0 0 0 DR STUART HOFFMAN SECRETARY 393284 0 0 0 2047 0 19800 0 16224 0 431355 0 0 0 DR ANNE DIXON 1 DIRECTOR (AS OF 8/2024) 269045 0 34693 0 7227 0 24898 0 34485 0 370348 0 0 0 DR NATASHA WITHERS FMR VICE CHAIR 276914 0 6909 0 10084 0 17880 0 39594 0 351381 0 0 0 DR MARK FUNG 1 DIRECTOR (TIL 12/2023) 283153 0 0 0 32297 0 28150 0 4090 0 347690 0 0 0 DR KIMBERLY BLAKE 1 DIRECTOR (AS OF 1/2024) 258324 0 5000 0 5661 0 23878 0 28124 0 320987 0 0 0 JENNIFER GAGNON TREASURER & VP OF FIN 0 251494 0 25820 0 5018 0 17605 0 3016 0 302953 0 0 DR LAURA MCCRAY 1 DIRECTOR (AS OF 1/2024) 229382 0 0 0 2857 0 21010 0 33621 0 286870 0 0 0 DR GREGORY HOLMES 1 DIRECTOR (TIL 7/2024) 212807 0 35538 0 8242 0 25560 0 2898 0 285045 0 0 0 DR TERESA FAMA VICE CHAIR 223920 0 0 0 2085 0 13572 0 14100 0 253677 0 0 0 DR THOMAS PETERSON 1 FMR CHAIR 173551 8025 0 0 14284 0 20868 0 2856 22 211559 8047 0 0 PART I, LINE 4B THE UNIVERSITY OF VERMONT HEALTH NETWORK, BY AND THROUGH ITS AFFILIATED SUBSIDIARIES, MAINTAINS A SUPPLEMENTAL RETIREMENT BENEFIT PLAN (SRP) UNDER CONTRACTUAL ARRANGEMENTS WITH SEVERAL EXECUTIVE LEVEL EMPLOYEES ACROSS THE NETWORK. PURSUANT TO THE TERMS OF THE SRP, ANNUAL CREDITS WERE MADE EQUAL TO A FIXED PERCENTAGE OF BASE SALARY. JASON SANDERS PARTICIPATED IN THE SRP IN CALENDAR YEAR 2023, AND HIS RESPECTIVE FIXED PERCENTAGE WAS 8.68%. DEFERRED AMOUNTS VEST ON THE EARLIER OF: (I) JANUARY 1 OF THE THIRD PLAN YEAR AFTER THE PLAN YEAR FOR WHICH THE ACCOUNT WAS CREATED; OR (II) THE PARTICIPANT'S 65TH BIRTHDAY. AMOUNTS DEFERRED REMAIN SUBJECT TO FORFEITURE IF CERTAIN CONDITIONS ARE NOT MET. AMOUNTS DEFERRED DURING CALENDAR YEAR 2023 ARE INCLUDED ON SCHEDULE J, PART II, COLUMN C. PART I, LINE 7 THE ORGANIZATION PAID AWARDS TO CERTAIN MEMBERS OF UPPER MANAGEMENT (DIRECTORS, VICE PRESIDENTS, PHYSICIAN CHAIRS AND SENIOR EXECUTIVES) THROUGH ITS ANNUAL VARIABLE PAY PLAN AS THE PLAN'S PERFORMANCE MEASURES WERE MET. THE MEASURES WERE REVIEWED AND APPROVED BY THE COMPENSATION COMMITTEE OF THE BOARD OF TRUSTEES. THESE MEASURES INCLUDED FINANCIAL, POPULATION HEALTH & QUALITY, AND OPERATIONAL RELATED METRICS. PART I, LINE 8 SALARIES AND OTHER FIXED AMOUNTS PAYABLE TO EXECUTIVES SUCH AS OFFICERS AND CERTAIN KEY EMPLOYEES ARE SET BY CONTRACTS THAT ARE NEGOTIATED AND ENTERED INTO PRIOR TO THE COMMENCEMENT OF EACH EXECUTIVES' EMPLOYMENT. THE TERMS OF SUCH CONTRACTS ARE APPROVED IN ADVANCE BY THE APPROPRIATE COMPENSATION COMMITTEE OR OTHER BOARD-AUTHORIZED BODY, WHICH OBTAINS AND RELIES ON APPROPRIATE DATA AS TO COMPARABILITY PRIOR TO MAKING SUCH OFFER, AND CONCURRENTLY DOCUMENTS ITS BASIS FOR DETERMINATION. COMPENSATION DETERMINATION SCHEDULE J, PART I, QUESTION 3 UNIVERSITY OF VERMONT HEALTH NETWORK MEDICAL GROUP, INC. ("UVMHN MEDICAL GROUP") RELIED ON UNIVERSITY OF VERMONT HEALTH NETWORK ("UVM HEALTH NETWORK"), THE PARENT ORGANIZATION OF UVM MEDICAL GROUP, TO ESTABLISH ITS PRESIDENT/CEO'S COMPENSATION. UVM HEALTH NETWORK UTILIZED THE FOLLOWING METHODS TO ESTABLISH COMPENSATION: - COMPENSATION COMMITTEE - INDEPENDENT COMPENSATION CONSULTANT - COMPENSATION SURVEY OR STUDY - APPROVAL BY THE BOARD OF COMPENSATION COMMITTEE DR SEEMA LODHA FAMILY MEMBER OF DIRECTOR 621241 COMPENSATION FOR EMPLOYMENT 0 DR MANAL EL-DAUOK FAMILY MEMBER OF DIRECTOR 293636 COMPENSATION FOR EMPLOYMENT 0 DR HEATHER HERRINGTON FAMILY MEMBER OF DIRECTOR 508962 COMPENSATION FOR EMPLOYMENT 0 DR DEVIKA SINGH FAMILY MEMBER OF DIRECTOR 276173 COMPENSATION FOR EMPLOYMENT 0 FORM 990, PART III, LINE 4A STATEMENT OF PROGRAM SERVICE ACCOMPLISHMENTS UNIVERSITY OF VERMONT HEALTH NETWORK MEDICAL GROUP, INC. ("UVMHN MEDICAL GROUP") IS A VERMONT NON-PROFIT CORPORATION THAT FUNCTIONS TO SERVE AS THE GOVERNING ORGANIZATION FOR PHYSICIANS EMPLOYED TO PROVIDE CLINICAL SERVICES TO AFFILIATED MEMBER HOSPITALS OF THE UNIVERSITY OF VERMONT HEALTH NETWORK. IN ADDITION, CERTAIN PHYSICIANS EMPLOYED BY UVMHN MEDICAL GROUP HAVE FULL-TIME FACULTY APPOINTMENTS TO THE UNIVERSITY OF VERMONT COLLEGE OF MEDICINE. BY WRITTEN CONTRACT, UVMHN MEDICAL GROUP FURNISHES THESE PHYSICIANS EXCLUSIVELY TO THE UNIVERSITY OF VERMONT MEDICAL CENTER, INC. ("UVM MEDICAL CENTER"), A TEACHING HOSPITAL AFFILIATED WITH UVM, TO PROVIDE PROFESSIONAL SERVICES TO HOSPITAL PATIENTS. UNDER THE CONTRACT, UVM MEDICAL CENTER AGREES TO REIMBURSE UVMHN MEDICAL GROUP FOR THE ASSOCIATED SALARY AND BENEFIT COSTS OF THESE PHYSICIANS AND TO PROVIDE CERTAIN ADMINISTRATIVE SERVICES, INCLUDING BILLING AND PAYROLL SUPPORT SERVICES. FORM 990, PART VI, SECTION A, LINE 4 EFFECTIVE DECEMBER 2023 THE UNIVERSITY OF VERMONT HEALTH NETWORK MEDICAL GROUP UPDATED THE BOARD COMPOSITION TO NO MORE THAN THREE OF THE SIX EMPLOYED PHYSICIAN DIRECTORS ELECTED BY THE BOARD FROM NOMINATIONS SUBMITTED BY THE NOMINATING AND GOVERNANCE COMMITTEE MAY SPEND GREATER THAN OR EQUAL TO FIFTY PERCENT (50%) OF THEIR TOTAL EFFORT (RESEARCH, TEACHING, AND ADMINISTRATIVE) AT THE SAME UVMHN PARTNER SITE. ADDITIONALLY, ARTICLE 4.7 WAS PASSED ALLOWING ACTION BY UNANIMOUS WRITTEN CONSENT THAT MAY BE TAKEN WITHOUT A MEETING IF ALL OF THE DIRECTORS APPROVE THE ACTION, EACH ONE SIGNS A WRITTEN CONSENT DESCRIBING THE ACTION TAKEN, AND THE CONSENT IS FILED WITH THE RECORDS OF THE CORPORATION. FORM 990, PART VI, SECTION A, LINE 6 THE UVM HEALTH NETWORK IS THE SOLE MEMBER OF THE ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 7B THE UVM HEALTH NETWORK, SOLE MEMBER OF THE ORGANIZATION HAS THE POWER TO APPROVE AMENDMENTS TO ORGANIZATIONAL DOCUMENTS AND TO APPROVE MERGERS, CONSOLIDATIONS, OR SALES OF THE ORGANIZATION. FORM 990, PART VI, SECTION B, LINE 11B UVMHN MEDICAL GROUP'S FORM 990 IS PREPARED BY STAFF FROM UVM MEDICAL CENTER (AN AFFILIATED ORGANIZATION) AND REVIEWED BY PWC US TAX LLP. FOLLOWING PWC'S REVIEW, THE RETURN IS REVIEWED BY UVMHN MEDICAL GROUP SENIOR LEADERSHIP. FINALLY, UVM MEDICAL CENTER'S MANAGEMENT PRESENTS THE FORM 990 TO THE AUDIT COMMITTEE FOR REVIEW AND COMMENT. THE COMPLETED FORM 990 IS PROVIDED TO ALL MEMBERS OF UVMHN MEDICAL GROUP'S BOARD OF TRUSTEES PRIOR TO THE FORM BEING FILED WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C UVMHN MEDICAL GROUP'S BOARD HAS ADOPTED THE CONFLICT OF INTEREST POLICY AND REQUIREMENTS OF UVM HEALTH NETWORK, ITS PARENT ORGANIZATION. UVM HEALTH NETWORK REGULARLY MONITORS AND ENFORCES COMPLIANCE WITH ITS CONFLICT OF INTEREST POLICY. IN ACCORDANCE WITH THE POLICY, TRUSTEES, OFFICERS, KEY EMPLOYEES, AND PHYSICIANS ARE REQUIRED TO COMPLETE A CONFLICT OF INTEREST DISCLOSURE AND CERTIFICATION UPON HIRING, AT LEAST ANNUALLY (EXCEPT PHYSICIANS WHO ARE REQUIRED EVERY OTHER YEAR), PRIOR TO PARTICIPATING IN ANY DECISION THAT MAY BE AFFECTED BY A PERSONAL INTEREST, AND WHENEVER A POTENTIALLY CONFLICTING INTEREST FIRST ARISES. CONFLICT OF INTEREST DISCLOSURES AND CERTIFICATION MAY BE MADE ONLINE OR IN WRITING AND ARE REGULARLY REVIEWED BY THE GENERAL COUNSEL OF UVM HEALTH NETWORK. THE CONFLICT OF INTEREST POLICY IS ENFORCED BY THE OFFICE OF GENERAL COUNSEL OF UVM HEALTH NETWORK AND OVERSEEN BY A FIVE-PERSON CONFLICT OF INTEREST COMMITTEE. THE GENERAL COUNSEL REPORTS AT LEAST QUARTERLY ON CONFLICT OF INTEREST ISSUES TO THE UVM HEALTH NETWORK AUDIT COMMITTEE OF THE BOARD OF TRUSTEES. CONFLICTS OF INTEREST ARE MANAGED IN ACCORDANCE WITH THE POLICY, WHICH PROVIDES FOR A VARIETY OF REMEDIES TO ADDRESS CONFLICTS OF INTEREST. IN ADDITION, "DISQUALIFIED PERSONS", CONSISTING OF TRUSTEES, OFFICERS, AND KEY EMPLOYEES ARE SUBJECT TO SPECIAL PROCEDURES TO COMPLY WITH THE INTERMEDIATE SANCTION RULES, AS OUTLINED IN THE CONFLICT OF INTEREST POLICY. REMEDIES TO ADDRESS CONFLICTS OF INTEREST MAY INCLUDE THE FOLLOWING: RECUSAL FROM DECISION MAKING, DISCLOSURE TO APPROPRIATE PARTIES, COMMITTEE PARTICIPATION LIMITS AND REQUESTED DIVESTITURE. AN APPEALS PROCESS EXISTS SHOULD THE INDIVIDUAL REQUEST A SECONDARY REVIEW BE PERFORMED. FORM 990, PART VI, SECTION C, LINE 19 GOVERNANCE DOCUMENTS CONSIST OF THE ARTICLES OF INCORPORATION AND BYLAWS. THE ARTICLES OF INCORPORATION ARE FILED WITH THE VERMONT SECRETARY OF STATE AND ARE PUBLICLY AVAILABLE THROUGH THAT OFFICE. THE ORGANIZATION'S BYLAWS ARE NOT PUBLICLY POSTED, BUT THE ORGANIZATION WILL FURNISH A COPY TO ANY MEMBER OF THE PUBLIC WHO REQUESTS ONE. THE ORGANIZATION'S CONFLICT OF INTEREST POLICY IS NOT PUBLICLY POSTED, BUT THE ORGANIZATION WILL FURNISH A COPY TO ANY MEMBER OF THE PUBLIC WHO REQUESTS ONE. UVMHN MEDICAL GROUP'S FINANCIAL INFORMATION IS REFLECTED AND INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS OF THE UVM HEALTH NETWORK, WHICH ARE AVAILABLE ON THE WEB AT HTTPS://WWW.UVMHEALTH.ORG/ABOUT-UVM-HEALTH-NETWORK/FINANCIALS WITH THE ENACTMENT OF VERMONT'S ACT 48 IN MAY 2011 THE GREEN MOUNTAIN CARE BOARD (GMCB) BECAME THE REGULATORY BODY OVERSEEING HOSPITALS IN THE STATE OF VERMONT. AS A RESULT, THE BUDGET FOR THE UVM MEDICAL CENTER (AN ORGANIZATION RELATED TO UVMHN MEDICAL GROUP) IS SUBJECT TO REVIEW BY THE GMCB ON AN ANNUAL BASIS. ONGOING DISCLOSURE OF OPERATING RESULTS IS ALSO REQUIRED, AND THE UVM MEDICAL CENTER SUBMITS ITS FINANCIAL STATEMENTS REGULARLY THROUGHOUT THE YEAR. THE UVM MEDICAL CENTER ALSO REGULARLY DISCLOSES ITS FINANCIAL RESULTS ON ITS WEBSITE AND SUBMITS PRESS RELEASES RELATING TO PERFORMANCE ON A REGULAR BASIS TO LOCAL NEWS ORGANIZATIONS. COMPENSATION DETERMINATION FORM 990, PART VI, QUESTION 15 UVMHN MEDICAL GROUP DELEGATES THE SETTING OF EXECUTIVE COMPENSATION TO THE UVM HEALTH NETWORK COMPENSATION COMMITTEE, AN INDEPENDENT COMMITTEE, UNDER PRINCIPLES DESCRIBED IN ITS CHARTER. THE HEALTH NETWORK HAS ADOPTED A COMPENSATION PHILOSOPHY WHICH PROVIDES FRAMEWORK FOR SETTING COMPENSATION FOR THE EXECUTIVES OF UVM HEALTH NETWORK, ITS AFFILIATED HOSPITALS, AND ITS MEDICAL GROUP. THE PARAMETERS OF THIS PHILOSOPHY INCLUDES UTILIZING APPROPRIATE NATIONAL AND REGIONAL PEER GROUPS. SALARIES ARE TARGETED AT THE 50TH PERCENTILE OF THE NATIONAL PEER GROUP, WITH PERFORMANCE BASED VARIABLE PAY OPPORTUNITIES TO ACHIEVE UP TO THE 65TH PERCENTILE, DEPENDING ON ORGANIZATION AND INDIVIDUAL RESULTS. COMPENSATION LEVELS ARE APPROVED BY THE NETWORK COMPENSATION COMMITTEE FOR THE UVM HEALTH NETWORK CEO/DIRECT REPORTS AND THE AFFILIATE HOSPITAL CEOS. CALCULATIONS ARE PERFORMED USING THE SAME PHILOSOPHY FOR THE THIRD TIER OF LEADERSHIP, WITH THE EXCEPTION THAT THE LOCAL BOARDS APPROVE COMPENSATION FOR ALL NON-CEO POSITIONS. ALL ACTIONS TAKEN REGARDING EXECUTIVE COMPENSATION ARE CONTEMPORANEOUSLY DOCUMENTED BY THE APPROPRIATE ORGANIZATION. THIS REVIEW IS PERFORMED ANNUALLY. FORM 990, PART VII DIRECTORS OF UVMHN MEDICAL GROUP WERE COMPENSATED FOR THEIR ROLES AS PHYSICIANS, NOT FOR THEIR ROLES AS MEMBERS OF THE BOARD. IN ADDITION TO COMPENSATION PAID BY UVMHN MEDICAL GROUP AND REFLECTED ON ITS FORM 990, THE INDIVIDUALS REFERENCED WITH (1) RECEIVED ADDITIONAL COMPENSATION FROM UNIVERSITY OF VERMONT (UVM), AN UNRELATED ENTITY. A PORTION OF SUCH COMPENSATION FROM UVM MAY BE REIMBURSED BY THE UVM MEDICAL CENTER TO UVM AS ACADEMIC SUPPORT PURSUANT TO THE AFFILIATION AGREEMENT BETWEEN UVM AND UVM MEDICAL CENTER. AUDIT COMMITTEE FORM 990, PART XII, QUESTION 2C UVM HEALTH NETWORK'S AUDIT COMMITTEE ASSUMES RESPONSIBILITY FOR THE OVERSIGHT OF THE CONSOLIDATED AUDIT, AS WELL AS THE CHOICE OF AN INDEPENDENT ACCOUNTANT. 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