2025-08-14T09:17:25+00:00 2024-09-30 346565596 ERNST & YOUNG US LLP 200 CLARENDON STREET BOSTON MA 021165072 990 2023-10-01 141678068 Health Quest Systems Inc HEAL 8454759500 45 READE PLACE Poughkeepsie NY 12601 DANIEL DEBARBA CF0 & TREASURER 2025-08-14 true George Pagano P01978122 6172662000 2025-08-08 2023 2025-03-06 01:10:19Z DANIEL DEBARBA 45 READE PLACE Poughkeepsie NY 12601 26071233 false X WWW.NUVANCEHEALTH.ORG X 1987 NY Improve the health of every person in our community through the efficient delivery of excellent, innovative and compassionate care. 18 17 588 17 6785 357 732203 419514 29961937 25071889 -797081 -62207 158731 193765 30055790 25622961 0 0 18048210 17605250 0 0 11928480 8750582 29976690 26355832 79100 -732871 162920852 107118308 159380248 109045479 3540604 -1927171 Improve the health of every person in our community through the efficient delivery of excellent, innovative and compassionate care. false false 19257413 25110673 HEALTH QUEST SYSTEMS, INC, IN CONJUNCTION WITH ITS PARENT ORGANIZATION NUVANCE HEALTH, PROVIDES EXECUTIVE AND ADMINISTRATIVE DIRECTION, GIVES SUPPORT, SETS STANDARDS FOR ITS AFFILIATES AND SUBSIDIARIES, ENSURES FINANCIAL SOUNDNESS, AND ESTABLISHES NEW PROGRAMS AND SERVICES CONSISTENT WITH THEIR MISSION. ALL TAX-EXEMPT AFFILIATES SERVE INDIVIDUALS OF ALL INCOME LEVELS AND FOLLOW THE FINANCIAL ASSISTANCE POLICY ESTABLISHED BY HQS. 19257413 true true false false false false false false false true false false true true true false true false false false false false false false false false false false true false false false false false false false false false false false false false true true true false false true 81 0 true 588 true false false false false false true true false false false false false false X 18 17 true false false false true true true true true false false true true true true true false false true false NY X KAREN DARCY 2037394593 100 RESERVE ROAD DANBURY CT 06810 ANNE ROBY CHAIR 3.0 6.0 X X 0 0 0 JOHN M MURPHY MD PRESIDENT/CEO 3.0 47.0 X X 0 3902307 53709 STEVEN V LANT VICE CHAIR 3.0 6.0 X X 0 0 0 DANIEL MCCARTHY DIRECTOR 2.0 4.0 X 0 0 0 DONALD JONES DIRECTOR 2.0 4.0 X 0 0 0 ELIZABETH BRADLEY PHD DIRECTOR 2.0 4.0 X 0 0 0 ERVIN R SHAMES DIRECTOR 2.0 4.0 X 0 0 0 FRANCOISE DUNEFSKY DIRECTOR (FROM 07/26) 2.0 6.0 X 0 0 0 GREGORY W RAKOW DIRECTOR 2.0 4.0 X 0 0 0 JOSEPH DIVESTEA DIRECTOR 2.0 4.0 X 0 0 0 MARK GUDIS DIRECTOR 2.0 4.0 X 0 0 0 MICHAEL J NESHEIWAT MD DIRECTOR 2.0 4.0 X 0 0 0 RICHARD G JABARA DIRECTOR 2.0 4.0 X 0 0 0 ROBERT R DYSON DIRECTOR 2.0 4.0 X 0 0 0 S JAVID SHAHID MD DIRECTOR 2.0 4.0 X 0 0 0 SALVATORE CALTA JR DIRECTOR 2.0 4.0 X 0 0 0 THOMAS DUBIN DIRECTOR (FORM 7/26) 2.0 7.0 X 0 0 0 TIMOTHY DEAN DIRECTOR (FORM 7/26) 2.0 6.0 X 0 0 0 BRIAN WYATT SECRETARY & CHIEF LEGAL OFFICER 2.0 48.0 X 0 634212 124638 DANIEL DEBARBA CHIEF FINANCIAL OFFICER; TREASURER 2.0 48.0 X 0 1474165 175627 CHRISTOPHER M LEHRACH MD CHIEF PHYSICIAN EXECUTIVE 6.0 44.0 X 0 1374670 64150 JEAN AHN CHIEF STRATEGY OFFICER 5.0 45.0 X 0 981131 98768 KATHRYN D CULLINAN CHIEF HUMAN RESOURCES OFFICER 5.0 45.0 X 0 716393 111060 MICHELLE ROBERTSON CHIEF OPERATING OFFICER 5.0 45.0 X 0 1338248 187713 WAYNE MCNULTY CHIEF COMPLIANCE OFFICER 5.0 45.0 X 0 535402 33749 ARIANA ROWE AVP NUVANCE LEARNING INSTITUTE 40.0 0 X 216299 0 542 CHRISTOPHER STENBERG VP GRAD MED EDUC/DIO 40.0 0 X 487056 0 7527 COLIN GIBSON STAFF PHYSICIAN 5.0 35.0 X 44267 291230 32122 COURTNEY MATTESON AVP NUVANCE LEARNING INSTITUTE 40.0 0 X 198775 0 8362 DEBORAH A HEWITT AVP PROFESSIONAL DEVELOPMENT 40.0 0 X 242430 0 38411 DANIEL J O'DEA MD PHYSICIAN/FORMER VP CARDIO 0.0 40.0 X 0 512281 54644 DENISE GEORGE PRESIDENT NDH & SVP CLINICAL SERVICES 0.0 46.0 X 0 752535 39779 MARK K HIRKO MD PRESIDENT PUTNAM HOSPITAL 0.0 46.0 X 0 705054 45894 PETER A KELLY FORMER PRESIDENT VBMC 0.0 0.0 X 0 240080 14267 PETER CORDEAU PRESIDENT NORWALK HOSPITAL 0.0 46.0 X 0 775400 63284 1188827 14233108 1154246 46 true true false REMI HOLDINGS LLC 6325 Ardrey Kell RD Charlotte NC 28277 Equipment Maintenance 2995966 CIOX HEALTH PO BOX 409669 ATLANTA GA 30384 PROFESSIONAL CODING 870404 NORTH AMERICAN PARTNERS IN ANESTHESIA LLP 1305 Walt Whitman Road Suite 300 Mellville NY 11747 Anesthesia Residency 326783 HARMONY HEALTHCARE 442 W KENNEDY BLVD STE 280 TAMPA FL 33606 MEDICAL STAFFING 208512 4 419514 419514 MANAGEMENT FEES 900099 24528128 24528128 CONTINUING MEDICAL EDUCATION 611430 452250 452250 GRADUATE MEDICAL EDUCATION 611430 77999 77999 COVID STIMULUS 900099 13512 13512 0 0 0 0 25071889 4070 6785 -2715 154981 154981 0 154981 154981 381995 448272 0 -66277 -66277 -66277 REBATES & REFUNDS 900099 38012 38012 BACKGROUND CHECKS 900099 409 409 PURCHASE DISCOUNT 900099 363 363 0 0 0 0 38784 25622961 25110673 6785 85989 X 0 0 0 0 0 0 0 0 0 0 14485688 10564406 3921282 449607 327898 121709 1451231 1058382 392849 1218724 888815 329909 0 0 1969 1969 3698 3698 120 120 4228049 3083515 1144534 0 5341 3895 1446 632198 461062 171136 308205 224774 83431 0 0 378917 276344 102573 301716 220041 81675 0 0 108154 78877 29277 0 0 0 0 1412572 1030188 382384 2571 2571 EQUIPMENT RENTAL 1003479 731837 271642 SPECIAL FUNCTIONS 121943 88933 33010 PHYSICIAN FEES 89337 89337 MEDICAL SUPPLIES 66600 66600 85713 62510 23203 0 26355832 19257414 7098418 0 2164721 1532075 0 0 0 0 17948 37924 3052701 820918 603868 56813901 52438101 9242923 4375800 0 0 147621641 100568641 162920852 107118308 14758616 13995743 0 0 144621632 95049736 159380248 109045479 X 3540604 -1927171 3540604 -1927171 162920852 107118308 X -732871 -4734904 X false true X true true true X 206305 1461 0 732203 419514 1359483 219853516 128048036 66163533 29961937 25071889 469098911 0 0 0 220059821 128049497 66163533 30694140 25491403 470458394 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 470458394 10283 74364 7342 86292 152266 330547 0 10283 74364 7342 86292 152266 330547 6785 6785 598325 510079 790905 134546 38784 2072639 220668429 128633940 66961780 30914978 25689238 472868365 0.9949 0.9945 0 0.0 X 0 0 0 0 0 0 Schedule A, Part III, Line 12 Other Income DESCRIPTION - REFUNDS & REBATES, COLUMN A - 463244.0, COLUMN B - , COLUMN C - 109018.0, COLUMN D - 43605.0, COLUMN E - 38012.0, COLUMN F - 653879.0; DESCRIPTION - GRADUATE MEDICAL EDUCATION, COLUMN A - 128264.0, COLUMN B - 222569.0, COLUMN C - 235071.0, COLUMN D - , COLUMN E - , COLUMN F - 585904.0; DESCRIPTION - GREEN SECURITY, COLUMN A - , COLUMN B - 55255.0, COLUMN C - 16300.0, COLUMN D - , COLUMN E - , COLUMN F - 71555.0; DESCRIPTION - REMI, COLUMN A - , COLUMN B - 35209.0, COLUMN C - , COLUMN D - 16909.0, COLUMN E - , COLUMN F - 52118.0; DESCRIPTION - EMPLOYEE RETENTION CREDIT, COLUMN A - , COLUMN B - , COLUMN C - 428864.0, COLUMN D - 69677.0, COLUMN E - , COLUMN F - 498541.0; DESCRIPTION - OTHER, COLUMN A - 6817.0, COLUMN B - 197046.0, COLUMN C - 1652.0, COLUMN D - 4355.0, COLUMN E - , COLUMN F - 209870.0; DESCRIPTION - BACKGROUND CHECKS, COLUMN A - , COLUMN B - , COLUMN C - , COLUMN D - , COLUMN E - 409.0, COLUMN F - 409.0; DESCRIPTION - PURCHASE DISCOUNT, COLUMN A - , COLUMN B - , COLUMN C - , COLUMN D - , COLUMN E - 363.0, COLUMN F - 363.0; RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 6227097 3058189 3168908 50568169 49379912 1188257 18635 18635 4375800 DUE FROM RELATED PARTIES 92914595 RIGHT OF USE ASSETS 6040251 DEFERRED COMPENSATION 1072759 OTHER RECEIVABLES 503870 SECURITY DEPOSITS 37166 100568641 DUE TO RELATED PARTIES 71217640 WORKERS COMPENSATION RESERVE 16838998 LEASE LIABILITIES 5920339 DEFERRED COMPENSATION LIABILITY 1072759 DEPOSIT LIABILITY 95049736 X 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. X true true true true false false false false false true false JOHN M MURPHY MD PRESIDENT/CEO 0 1598817 0 1994805 0 308685 0 19800 0 33909 0 3956016 0 0 DANIEL DEBARBA CHIEF FINANCIAL OFFICER; TREASURER 0 810684 0 623143 0 40338 0 146400 0 29227 0 1649792 0 0 BRIAN WYATT SECRETARY & CHIEF LEGAL OFFICER 0 480215 0 150000 0 3997 0 77562 0 47076 0 758850 0 0 PETER CORDEAU PRESIDENT NORWALK HOSPITAL 0 517434 0 160000 0 97966 0 19800 0 43484 0 838684 0 0 DENISE GEORGE PRESIDENT NDH & SVP CLINICAL SERVICES 0 482153 0 160000 0 110382 0 19800 0 19979 0 792314 0 0 MARK K HIRKO MD PRESIDENT PUTNAM HOSPITAL 0 500932 0 125000 0 79122 0 19800 0 26094 0 750948 0 0 PETER A KELLY FORMER PRESIDENT VBMC 0 185107 0 50000 0 4973 0 14106 0 161 0 254347 0 0 DANIEL J O'DEA MD PHYSICIAN/FORMER VP CARDIO 0 469326 0 0 0 42955 0 19800 0 34844 0 566925 0 0 JEAN AHN CHIEF STRATEGY OFFICER 0 492851 0 458046 0 30234 0 95760 0 3008 0 1079899 0 0 KATHRYN D CULLINAN CHIEF HUMAN RESOURCES OFFICER 0 407193 0 275000 0 34200 0 86100 0 24960 0 827453 0 0 CHRISTOPHER M LEHRACH MD CHIEF PHYSICIAN EXECUTIVE 0 685447 0 443364 0 245859 0 19800 0 44350 0 1438820 0 98160 WAYNE MCNULTY CHIEF COMPLIANCE OFFICER 0 352913 0 100000 0 82489 0 19800 0 13949 0 569151 0 33360 MICHELLE ROBERTSON CHIEF OPERATING OFFICER 0 808556 0 486914 0 42778 0 145200 0 42513 0 1525961 0 0 COLIN GIBSON STAFF PHYSICIAN 44230 249051 0 41842 37 337 2580 16976 2479 10087 49326 318293 0 0 DEBORAH A HEWITT AVP PROFESSIONAL DEVELOPMENT 201750 0 35500 0 5180 0 14964 0 23447 0 280841 0 0 0 COURTNEY MATTESON AVP NUVANCE LEARNING INSTITUTE 61869 0 0 0 136906 0 0 0 8362 0 207137 0 0 0 ARIANA ROWE AVP NUVANCE LEARNING INSTITUTE 169506 0 44500 0 2293 0 0 0 542 0 216841 0 0 0 CHRISTOPHER STENBERG VP GRAD MED EDUC/DIO 147175 0 0 0 339881 0 0 0 7527 0 494583 0 0 0 Schedule J, Part I, Line 1a Tax indemnification and gross-up payments FOR THE FOLLOWING, BENEFITS REPORTED IN PART VII INCLUDES GROSS-UP PAYMENTS FOR A TAXABLE TRAVEL STIPEND AND/OR EMPLOYEE RECOGNITION PROGRAM AWARD: 1 HIGHEST-COMPENSATED EMPLOYEE Schedule J, Part I, Line 3 Arrangement used to establish the top management official's compensation HEALTH QUEST SYSTEMS, INC. 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 4a Severance or change-of-control payment DURING THE CALENDAR YEAR ENDING DECEMBER 31, 2023, CHRISTOPHER STENBERG RECEIVED $337,548 IN SEVERANCE PAYMENTS, SUBSEQUENT TO HIS TERMINATION DATE OF MARCH 2, 2023. PART VII OF THE CURRENT YEAR'S TAX RETURN REFLECTS THIS AMOUNT. DURING THE CALENDAR YEAR ENDING DECEMBER 31, 2023, COURTNEY MATTESON RECEIVED $136,250 IN SEVERANCE PAYMENTS, SUBSEQUENT TO HER TERMINATION DATE OF MARCH 2, 2023. PART VII OF THE CURRENT YEAR'S TAX RETURN REFLECTS THIS AMOUNT. 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 FOLLOWING AMOUNTS EARNED BY THE PARTICIPANTS ARE REPORTED ON SCHEDULE J, PART II, COLUMN (C) RETIREMENT AND OTHER DEFERRED COMPENSATION: DANIEL DEBARBA $126,600 MICHELLE ROBERTSON $125,400 JEAN AHN $75,960 KATHRYN CULLINAN $66,300 BRIAN WYATT $57,763 FOR CALENDAR YEAR 2023, THE FOLLOWING AMOUNTS EARNED AND PAID TO PARTICIPANTS WERE REPORTED ON SCHEDULE J, PART II, COLUMN B(iii) OTHER REPORTABLE COMPENSATION: JOHN M. MURPHY, MD $280,143 CHRISTOPHER LEHRACH, MD $205,695 WAYNE MCNULTY $72,355 PETER CORDEAU $65,880 DENISE GEORGE $61,080 MARK HIRKO, MD $56,640 Schedule J, Part I, Line 7 Non-fixed payments NUVANCE HEALTH ANNUAL LEADERSHIP INCENTIVE PLAN (ALIP)(EXCERPTS FROM) THE PURPOSE OF THE NUVANCE HEALTH ANNUAL LEADERSHIP INCENTIVE PLAN ("PLAN") IS TO ENGAGE AND MOTIVATE THE ORGANIZATION'S LEADERS TO FURTHER THE CHARITABLE MISSION OF NUVANCE HEALTH, AND ITS AFFILIATES AND SUBSIDIARIES, BY PROMOTING EFFECTIVE MANAGEMENT OF OPERATIONS, DELIVERY OF HIGH-QUALITY CARE AND SERVICE, AND RESPONSIBLE USE OF RESOURCES TO MEET COMMUNITY NEEDS. THE PLAN IS INTENDED TO ASSIST NUVANCE HEALTH, AND ITS AFFILIATES AND SUBSIDIARIES TO ATTRACT AND RETAIN LEADERSHIP WITH THE TALENT AND EXPERIENCE NEEDED TO BE SUCCESSFUL BY PROVIDING MEANINGFUL INCENTIVES AND REWARDS FOR OUTSTANDING PERFORMANCE. INDIVIDUALS MUST BE AN ELIGIBLE EMPLOYEE TO BE CONSIDERED AS A PARTICIPANT IN THIS PLAN. AN ELIGIBLE EMPLOYEE IS AN INDIVIDUAL EMPLOYED BY NUVANCE HEALTH AND HOLDS A POSITION ASSIGNED TO ONE OF THE FOLLOWING TIERS, AS OF APRIL 30TH OF THE PLAN YEAR. - TIER I, PRESIDENT, CEO, SENIOR EXECUTIVE - TIER II, EXECUTIVE (A) - TIER II, PHYSICIAN EXECUTIVES (B) - TIER III, SENIOR LEADER (A) - TIER III, SENIOR LEADER (B) - TIER IV, LEADER (A) ORGANIZATIONAL GOALS ARE GENERALLY BASED ON THE FOLLOWING CATEGORIES AND ARE WEIGHTED THROUGH A SPLIT BETWEEN ORGANIZATIONAL AND INDIVIDUAL: - QUALITY AND SERVICE - PEOPLE AND CULTURE - PATIENT EXPERIENCE - FINANCIAL STRENGTH EACH PLAN YEAR, THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD ("THE COMMITTEE"), IN ITS SOLE DISCRETION AND UNLESS OTHERWISE APPROPRIATELY DELEGATED, SELECTS PARTICIPANTS FROM A LIST OF ELIGIBLE EMPLOYEES NOMINATED BY THE CEO. THE CEO, EX OFFICIO, IS AN ELIGIBLE EMPLOYEE FOR PURPOSES OF SELECTION TO PARTICIPATE IN THE PLAN. EACH PLAN YEAR, THE COMMITTEE, BASED ON INPUT FROM THE CEO, MAY ESTABLISH A THRESHOLD AWARD, A TARGET AWARD AND/OR A MAXIMUM AWARD FOR EACH PARTICIPANT. AWARD OPPORTUNITIES ARE ESTABLISHED BASED ON COMPETITIVE MARKET PRACTICES AND ON NUVANCE HEALTH'S COMPENSATION PHILOSOPHY. AWARD OPPORTUNITIES MAY BE BASED ON ADDITIONAL FACTORS, INCLUDING NUVANCE HEALTH'S FINANCIAL AND OPERATIONAL PERFORMANCE, REFLECTING MARKET PAY PRACTICES AND BENCHMARKING FOR COMPARABLE POSITIONS, AND ANY OTHER FACTORS DEEMED RELEVANT BY THE COMMITTEE. EACH PLAN YEAR, THE COMMITTEE, AND UNLESS OTHERWISE APPROPRIATELY DELEGATED FOR ANY PLAN YEAR, SHALL ESTABLISH PERFORMANCE GOALS TO EVALUATE THE PERFORMANCE OF EACH PARTICIPANT. AFTER COMPLETION OF EACH PLAN YEAR, THE COMMITTEE MAY EVALUATE WHETHER THE PERFORMANCE OF NUVANCE HEALTH AND PARTICIPANT MEETS OR EXCEEDS THE PERFORMANCE GOALS ESTABLISHED FOR THE PLAN YEAR. IF PERFORMANCE WARRANTS, THE COMMITTEE MAY APPROVE A FINAL AWARD AMOUNT FOR EACH PARTICIPANT AND APPROVE ANY ADDITIONAL CONDITION ON PAYMENT OF THE AWARD. NUVANCE HEALTH EXECUTIVE LONG TERM INCENTIVE PLAN (EXCERPTS FROM) ONLY EXECUTIVES OCCUPYING DESIGNATED TIER 1 AND TIER II (A) EXECUTIVE POSITIONS SHALL BE ELIGIBLE EMPLOYEES TO PARTICIPATE IN THE PLAN. UNDER THE PLAN, PARTICIPANTS WILL BE ELIGIBLE TO RECEIVE INCENTIVE AWARD PAYMENTS BASED UPON THE ACHIEVEMENT OF SELECTED AND STRATEGICALLY IMPORTANT PERFORMANCE GOALS IDENTIFIED FOR EACH PERFORMANCE PERIOD. THE AWARD OPPORTUNITIES FOR AN ELIGIBLE EMPLOYEE WITH RESPECT TO A PERFORMANCE PERIOD SHALL BE EXPRESSED AS A PERCENTAGE OF HIS OR HER AVERAGE BASE SALARY IN EFFECT DURING THE APPLICABLE PERFORMANCE PERIOD. PRIOR TO THE BEGINNING OF EACH PERFORMANCE PERIOD, THE COMMITTEE MAY ESTABLISH A MINIMUM PERFORMANCE REQUIREMENT FOR NUVANCE HEALTH. NO FINAL AWARDS MAY BE GRANTED TO ANY PARTICIPANT FOR A PERFORMANCE PERIOD IN WHICH MINIMUM PERFORMANCE REQUIRMENTS, IF ANY, WERE NOT MET. THE FINAL AWARD PAYABLE TO EACH PARTICIPANT WILL BE DETERMINED WITHIN 60 DAYS FOLLOWING THE END OF THE PERFORMANCE PERIOD. AWARDS FOR A GIVEN PERFORMANCE PERIOD WILL BE PAID IN A SINGLE LUMP-SUM ON THE PAYMENT DATE PROVIDED HOWEVER, THAT NO PAYMENT WILL BE MADE UNTIL THE RESULTS ARE VERIFIED AND AUDITED. Form 990, Part VI, Line 14 THE ORGANIZATION FOLLOWS A RECORD RETENTION POLICY THAT HAS BEEN REVIEWED AND APPROVED BY THE AUDIT COMMITTEE OF THE ORGANIZATION, BUT NOT THE FULL BOARD OF DIRECTORS. Form 990, Part VI, Line 2 Family/business relationships amongst interested persons SALVATORE CALTA AND STEVEN LANT - Business relationship Form 990, Part VI, Line 6 Classes of members or stockholders NUVANCE HEALTH IS THE SOLE MEMBER OF HEALTH QUEST SYSTEMS, INC. ON FEBRUARY 28, 2024, NUVANCE HEALTH ENTERED INTO AN AFFILIATION AGREEMENT WITH NORTHWELL HEALTH, INC. ("NORTHWELL"), PURSUANT TO WHICH NORTHWELL OR AN AFFILIATED ENTITY WOULD BECOME THE ACTIVE PARENT AND SOLE CORPORATE MEMBER OF NUVANCE HEALTH. THIS TRANSACTION WAS SUBJECT TO THE RECEIPT OF REGULATORY APPROVALS AND THE SATISFACTION OF CLOSING CONDITIONS. EFFECTIVE MAY 1, 2025, THE PARTIES CLOSED THE TRANSACTION AND NORTHWELL, INC. (WHICH IS THE ULTIMATE SOLE CORPORATE MEMBER OF NORTHWELL) BECAME THE SOLE CORPORATE MEMBER OF NORTHWELL HEALTH SYSTEM, INC., WHICH BECAME THE PARENT ENTITY OF NUVANCE HEALTH. Form 990, Part VI, Line 7a Members or stockholders electing members of governing body THE CHAIR, VICE CHAIR, SECRETARY, AND TREASURER OF THE BOARD OF DIRECTORS OF THE MEMBER (NUVANCE HEALTH) AND THE CHIEF EXECUTIVE OFFICER AND PRESIDENT OF THE MEMBER SHALL SERVE IN THE SAME ROLES AT HEALTH QUEST SYSTEMS. ANY OFFICER OF THE CORPORATION MAY BE REMOVED AT ANY TIME WITH OR WITHOUT CAUSE BY THE MEMBER IN ACCORDANCE WITH THE BYLAWS OF THE MEMBER. Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders CERTAIN FUNDAMENTAL DECISIONS TO BE UNDERTAKEN BY HEALTH QUEST SYSTEMS REQUIRE THE APPROVAL OF THE MEMBER, INCLUDING BUT NOT LIMITED TO THE FOLLOWING: (I) ELECTION AND REMOVAL OF THE DIRECTORS OF THE BOARD AND THE DIRECTORS OR MANAGERS OF EACH CORPORATE AFFILIATE AND THE OFFICERS; (II) ADOPTION OR ANY MATERIAL REVISIONS OF CAPITAL AND OPERATING BUDGETS; (III) APPROVAL OF ALL AUDITED FINANCIAL STATEMENTS WHICH INCLUDES REVIEW OF THE SYSTEM-WIDE ACCOUNTING POLICIES AND CONTROLS AND THE SELECTION OF INDEPENDENT AUDITORS; (IV) ADOPTION OF OR REVISIONS TO POLICIES RELATING TO THE CONTROL AND SUPERVISION OF THE INVESTMENT OF HEALTH QUEST SYSTEM'S FUNDS; (V) ADOPTION OF OR AMENDMENT TO ANY QUALIFIED OR NON-QUALIFIED BENEFIT PLAN; (VI) ADOPTION OF OR REVISIONS TO ANY SYSTEM-WIDE QUALITY, PERFORMANCE AND CREDENTIALING STANDARDS AND PROCEDURES; (VII) ADOPTION OF, REVISIONS TO AND OVERSIGHT OF ANY SYSTEM-WIDE POLICIES AND PRACTICES RELATING TO REGULATORY COMPLIANCE; (VIII) ANY CLOSURE, SALE OR TRANSFER OF A HOSPITAL OWNED OR CONTROLLED; (IX) ANY CESSATION OF ANY SERVICE LINE; (X) ANY CHANGE IN THE TAX STATUS OF, OR REVISION OF, THE CHARITY CARE POLICIES; (XI) TERMINATION, APPOINTMENT OR RESCISSION OF AN APPOINTMENT OF THE CHIEF EXECUTIVE OFFICER OR THE PRESIDENT; (XII) ANY ASSIGNMENT FOR THE BENEFIT OF CREDITORS, THE FILING OF ANY PETITION IN VOLUNTARY BANKRUPTCY, THE FILING OF ANY PETITION OR ANSWER SEEKING REORGANIZATION, OR AN ARRANGEMENT WITH CREDITORS UNDER THE FEDERAL BANKCRUPTY LAW; (XIII) ANY AMENDMENTS TO THE CORPORATION'S OR TO ANY CORPORATE AFFILIATE'S ORGANIZATIONAL DOCUMENTS; (XIV) ANY MERGER, CONSOLIDATION, OR SIMILAR TRANSACTION; (XV) ANY INCURRENCE, ASSUMPTION, OR GUARANTEE OF DEBT. Form 990, Part VI, Line 11b Review of form 990 by governing body THE FORMS 990 FOR NUVANCE HEALTH AND AFFILIATED ENTITIES ARE PREPARED BY THE NUVANCE HEALTH TAX DEPARTMENT WITH ASSISTANCE FROM VARIOUS DEPARTMENTS THROUGHOUT THE ORGANIZATION. THE RETURNS ARE REVIEWED BY MANAGEMENT AND AN INDEPENDENT ACCOUNTING FIRM. A COMPLETE DRAFT IS THEN POSTED TO AN INTRANET SITE FOR NUVANCE HEALTH BOARD MEMBERS, THE ULTIMATE PARENT OF THE ORGANIZATION, TO REVIEW THE RETURNS PRIOR TO FILING. THE FORMS 990 ARE THEN SIGNED AND FILED WITH THE IRS. Form 990, Part VI, Line 12c Conflict of interest policy OFFICERS, TRUSTEES/DIRECTORS, KEY EMPLOYEES AND OTHER DISQUALIFIED PERSONS ARE REQUIRED TO COMPLETE A CONFLICT-OF-INTEREST QUESTIONNAIRE ANNUALLY. RESPONSES ARE REVIEWED BY THE CHIEF COMPLIANCE, AUDIT & PRIVACY OFFICER. ALSO, THEY ARE REQUIRED TO DISCLOSE ANY CONFLICT TO THE BOARD OR DIRECTLY TO THE CHAIRMAN PRIOR TO ANY MEETING. AFTER A POTENTIAL CONFLICT OF INTEREST IS DISCLOSED ALONG WITH ALL RELATED MATERIAL FACTS, THE BOARD PROCEEDS TO DISCUSS AND DETERMINE THROUGH A MAJORITY VOTE OF THE DISINTERESTED MEMBERS WHETHER AN ACTUAL CONFLICT OR DUALITY OF INTEREST EXISTS. IF THE INTERESTED PERSON IS PRESENT AT THE START OF THE DISCUSSION, HE OR SHE MAY ANSWER QUESTIONS RELATED TO THE MATTER AND PROVIDE ADDITIONAL, RELEVANT FACTS BUT IS REQUIRED TO LEAVE THE MEETING DURING DELIBERATIONS REGARDING WHETHER AN ACTUAL CONFLICT OR DUALITY OF INTEREST EXISTS. Form 990, Part VI, Line 15b Process to establish compensation of other employees NUVANCE HEALTH'S EXECUTIVE TOTAL REWARDS PHILOSOPHY IS DESIGNED TO ALIGN WITH THE COMPANY'S STRATEGIC DIRECTION, AND TO REINFORCE ITS CORE MISSION, VISION, AND VALUES. IN ORDER TO ACHIEVE ITS OVERALL PERFORMANCE OBJECTIVES, NUVANCE HEALTH PROVIDES TOTAL REWARDS PROGRAMS THAT RECOGNIZE EXECUTIVES FOR PERFORMING WORK WELL TO ENSURE THE ACHIEVEMENT OF COMPANY GOALS. THESE PROGRAMS SERVE TO PROMOTE THE ATTRACTION, ENGAGEMENT, AND RETENTION OF TALENTED EXECUTIVES THROUGHOUT THEIR CAREERS WITH NUVANCE HEALTH. THE TOTAL REWARDS PROGRAMS ARE DESIGNED TO BE MARKET COMPETITIVE, COMPLIANT WITH REGULATORY GUIDELINES REFLECTIVE OF BEST PRACTICES, AND DIFFERENTIATED TO CREATE STRONG COMPETITIVE ADVANTAGE. TOTAL REWARDS PROGRAMS ARE REVIEWED ON AN ONGOING BASIS TO ENSURE CONTINUED MARKET COMPETITIVENESS, RELEVANT VALUE TO EXECUTIVES, AND FISCAL RESPONSIBILITY. TOTAL REWARDS FOR NUVANCE HEALTH EXECUTIVES CONSISTS OF KEY COMPONENTS OF COMPENSATION AND BENEFITS. OVERALL EXECUTIVE REWARDS PROGRAM WILL EMPHASIZE PERFORMANCE-BASED ELEMENTS, WHEREBY TARGETED LEVELS OF COMPENSATION WILL ONLY BE ACHIEVED IF THE ORGANIZATION AND INDIVIDUAL ACHIEVE STRETCH GOALS AND OBJECTIVES. BASED ON THE LABOR MARKETS FOR TALENT FOR EXECUTIVE ROLES, NUVANCE HEALTH WILL UTILIZE A WEIGHTED BLEND OF BOTH NATIONAL COMPARABLY SIZED HEALTH CARE PROVIDER MARKET DATA WITH A +25% GEOGRAPHIC DIFFERENTIAL APPLIED (DIFFERENTIAL TO BE VALIDATED ON A PERIODIC BASIS) AT TWO-THIRDS WEIGHT AND NATIONAL COMPARABLY SIZED GENERAL INDUSTRY DATA, FOR IDENTIFIED ROLES WHERE SKILL SETS OVERLAP AT ONE-THIRD WEIGHT. GEOGRAPHIC DIFFERENTIAL REFLECTS THE OBSERVED AND REPORTED EXECUTIVE COMPENSATION DIFFERENTIAL BETWEEN NUVANCE HEALTH'S OPERATING REGION AND THE BROADER NATIONAL HEALTH CARE PROVIDER MARKET. NUVANCE HEALTH'S TOTAL REWARDS PHILOSOPHY AND PRACTICES ARE TARGETED AT THE 50TH PERCENTILE OF THE RELEVANT MARKET FOR BASE SALARY, AND 62.5TH PERCENTILE FOR TOTAL CASH AND TOTAL DIRECT (WHERE AVAILABLE) COMPENSATION ELEMENTS IF TARGET PERFORMANCE IS ACHIEVED UNDER VARIABLE COMPENSATION PROGRAMS. NUVANCE HEALTH'S COMMITTEE HAS DISCRETION TO POSITION INDIVIDUAL LEVELS ABOVE OR BELOW THIS TARGETED COMPETITIVE POSITIONING, BASED ON SUCH FACTORS AS POSITIONING TO MARKET, HIGH DEMAND SKILLSETS AND DIFFICULT TO FILL OR CRITICAL TO THE ORGANIZATION'S STRATEGY AND SUCCESS. OUR GOVERNANCE PROMOTES CONSISTENCY AND EQUITY; PROVIDES CLARITY AND GUIDANCE TO DECISION-MAKERS; ENSURES STANDARD PROCESSES AND PROCEDURES FOR ASSESSING, CALIBRATING, ADMINISTERING, AND DELIVERING EFFECTIVE TOTAL REWARDS THROUGHOUT THE NUVANCE HEALTH SYSTEM. OVERSIGHT AND GOVERNANCE OF THE EXECUTIVE COMPENSATION PHILOSOPHY AND PROGRAMS FOR ELIGIBLE EXECUTIVES/DISQUALIFIED INDIVIDUALS (CURRENTLY CEO, PRESIDENT, AND TIERS 1 AND 2) WILL BE AT THE COMPENSATION COMMITTEE OF THE BOARD LEVEL AND WILL FOLLOW A STRUCTURED AND RIGOROUS PROCESS TO ENSURE COMPLIANCE WITH INTERMEDIATE SANCTIONS UNDER IRS GUIDELINES. COMPENSATION REVIEW AND APPROVAL PROCESS IS IDENTICAL TO THE PROCESS FOR THE CEO. AN ANNUAL LETTER OF REASONABLENESS IS PRESENTED TO THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS BY WILLIS TOWERS WATSON AS CONSULTANT TO THE BOARD. IN THIS ANNUAL ASSESSMENT OF THE REASONABLENESS OF THE TOTAL REMUNERATION PACKAGES PROVIDED TO SELECT EXECUTIVES, AN OPINION IS RENDERED WITH RESPECT TO THE REASONABLENESS OF POTENTIAL TARGET AND MAXIMUM TOTAL REMUNERATION PROVIDED TO THE INCLUDED EXECUTIVES FOR EACH FISCAL YEAR. A BI-ANNUAL LETTER OF REASONABLENESS FOR PHYSICIAN COMPENSATION IS ALSO PRESENTED TO THE EXECUTIVE COMPENSATION COMMITTEE BY KORN FERRY HAY AS A CONSULTANT TO THE BOARD. THIS ASSESSMENT OF THE REASONABLENESS OF THE TOTAL REMUNERATION PACKAGES PROVIDED TO PHYSICIANS IS RENDERED WITH RESPECT TO THE REASONABLENESS OF POTENTIAL TARGET AND MAXIMUM TOTAL REMUNERATION PROVIDED TO EACH PHYSICIAN. Form 990, Part VI, Line 19 Required documents available to the public THE GOVERNING DOCUMENTS, POLICIES AND FINANCIAL STATEMENTS 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 INFORMATION) FOR THOSE OFFICERS AND TOP 5 EMPLOYEES, FOR WHICH ONLY 40 HOURS IS NOTED TO REFLECT PAID HOURS, ACTUAL HOURS WORKED EXCEEDED THIS AMOUNT. NOTE: ALL AMOUNTS IN COLUMN F, OF PART VII, "ESTIMATED AMOUNT OF OTHER COMPENSATION", REPRESENT BENEFITS, AND DO NOT REFLECT ANY COMPENSATION FOR WHICH THE AVERAGE AMOUNT OF TIME WORKED CAN BE REFLECTED. Form 990, Part IX, Line 11g Other Fees HEALTHCARE PROFESSIONALS - Total Expense: 322294, Program Service Expense: 235049, Management and General Expenses: 87245, Fundraising Expenses: ; PURCHASED SERVICES - Total Expense: 3905755, Program Service Expense: 2848466, Management and General Expenses: 1057289, Fundraising Expenses: ; Form 990, Part XI, Line 9 Other changes in net assets or fund balances INTERCOMPANY FORGIVENESS - -4734904; ALAMO AMBULANCE SERVICES INC 45 READE PLACE POUGHKEEPSIE NY 12601 141745417 TRANSPORTATION NY 501(c)(3) Type III-FI HQ true DANBURY HOSP & NEW MILFORD HOSP FDN INC 24 HOSPITAL AVENUE DANBURY CT 06810 237425557 FUNDRAISING CT 501(c)(3) 7 WCHN true THE DANBURY HOSPITAL 24 HOSPITAL AVENUE DANBURY CT 06810 060646597 HOSPITAL CT 501(c)(3) 3 WCHN true EASTERN NEW YORK MEDICAL SERVICES PC 3423 DANBURY ROAD BREWSYER NY 10509 455431389 PHYSICIAN SERVICES NY 501(c)(3) 10 WCHN true HEALTH QUEST HOME CARE INC (CERTIFIED) 2649 SOUTH ROAD SUITE 220 POUGHKEEPSIE NY 12601 141788412 HOME HEALTH NY 501(c)(3) 10 HQ true HEALTH QUEST HOME CARE INC (LICENSED) 2650 SOUTH ROAD SUITE 220 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 PHYSICIAN SERVICES NY 501(c)(3) 10 HQ true HEALTH QUEST URGENT MEDICAL PRACTICE PC 45 READE PLACE POUGHKEEPSIE NY 12601 800152047 PHYSICIAN SERVICES NY 501(c)(3) 10 HQ true HUDSON VALLEY CARDIOVASCULAR PRACTICE PC 1 COLUMBIA POUGHKEEPSIE NY 12601 463756713 PHYSICIAN SERVICES NY 501(c)(3) 10 HQ true NDH FOUNDATION 6531 SPRINGBROOK AVENUE RHINEBECK 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 RES HEALTHCARE FACILITY 6525 SPRINGBROOK AVENUE RHINEBECK NY 12572 223129608 NURSING HOME NY 501(c)(3) 10 HQ true NORWALK HOSPITAL FOUNDATION INC 34 MAPLE STREET NORWALK CT 06856 222577707 FUNDRAISING CT 501(c)(3) 7 WCHN true NUVANCE HEALTH 45 READE PLACE POUGHKEEPSIE NY 12601 834214573 SUPPORT/MANAGEMENT NY 501(c)(3) Type III-FI NA false NUVANCE HEALTH MEDICAL PRACTICE CT INC 100 RESERVE ROAD DANBURY CT 06810 061137531 PHYSICIAN SERVICES CT 501(c)(3) 10 WCHN true PUTNAM HOSPITAL 670 STONELEIGH AVENUE CARMEL NY 10512 146019179 HOSPITAL NY 501(c)(3) 3 HQ true PUTNAM HOSPITAL CENTER FOUNDATION INC 670 STONELEIGH AVENUE CARMEL NY 10512 061399319 FUNDRAISING NY 501(c)(3) Type I HQ true THE NORWALK HOSPITAL ASSOCIATION 34 MAPLE STREET NORWALK CT 06856 066068853 HOSPITAL CT 501(c)(3) 3 WCHN true VASSAR BROTHERS HOSPITAL FOUNDATION 45 READE PLACE POUGHKEEPSIE NY 12601 141736429 FUNDRAISING NY 501(c)(3) 7 HQ true VASSAR BROTHERS MEDICAL CENTER 45 READE PLACE POUGHKEEPSIE NY 12601 141338586 HOSPITAL NY 501(c)(3) 3 HQ true VASSAR HEALTH CONNECTICUT INC 50 HOSPITAL HILL ROAD SHARON CT 06069 815056290 HOSPITAL CT 501(c)(3) 3 HQ true WELLS MANOR HOUSING DEVELOPMENT FUND CORP 56 ASTOR DRIVE RHINEBECK NY 12572 112611902 LOW INCOME NY 501(c)(3) PF HQ true WESTERN CONNECTICUT HOME CARE INC 100 SAW MILL ROAD DANBURY CT 06810 060655138 HOME HEALTHCARE CT 501(c)(3) 10 WCHN true WESTERN CT HEALTH NETWORK AFFILIATES INC 100 RESERVE ROAD DANBURY CT 06810 222594968 OUTPATIENT HEALTHCARE SERVICES CT 501(c)(3) 10 WCHN true WESTERN CT HEALTH NETWORK INC 100 RESERVE ROAD DANBURY CT 06810 222594977 SUPPORT/MANAGEMENT CT 501(c)(3) Type II NUVANCE true WESTERN CONNECTICUT HEALTH NETWORK INVESTMENTS LLC 100 RESERVE ROAD DANBURY CT 06810 475523212 Investments CT 501(c)(3) Type I NA false New Milford MRI LLC 100 RESERVE ROAD DANBURY CT 06810 271877801 Inactive CT NA N/A false false Norwalk Surgery Center LLC 40 CROSS STREET SUITE 120 NORWALK CT 06851 272394942 Surgery Center CT NA N/A false false Nuvance Health Insurance Company Ltd PO BOX 1159 GRAND CAYMAN CJ KY11102 980438151 MALPRACTICE CJ NUVANCE HEALTH C Corporation false SWC Corporation 24 STEVENS STREET NORWALK CT 06850 222577718 PHARMACY CT NA C Corporation false Taconic IPA Inc 45 READE PLACE POUGHKEEPSIE NY 12601 223007320 MEDICAL CARE CT NA C Corporation false Vassar Health Quest Medical Practice of Connecticut Inc 100 RESERVE ROAD DANBURY CT 06810 821466583 MEDICAL CARE CT NA C Corporation false false false true false false false false false false false true true true false false true true true true Danbury and New Milford Hospital Foundation C 368939 Cost Method Vassar Brothers Medical Center K 173693 Cost Method Health Quest Home Care Inc (Certified) L 79911 Cost Method Hudson Valley Cardiovascular Practice L 1221333 Cost Method Northern Dutchess Hospital L 3257055 Cost Method Nuvance Health Medical Practice PC L 3565285 Cost Method Putnam Hospital L 2604466 Cost Method Vassar Brothers Medical Center L 14208763 Cost Method Vassar Health Connecticut Inc L 954980 Cost Method Danbury Hospital M 1336321 Cost Method Nuvance Health M 195353 Cost Method Danbury and New Milford Hospital Foundation P 245661 Cost Method Northern Dutchess Hospital Foundation P 466043 Cost Method Nuvance Health P 41288355 Cost Method Nuvance Health Medical Practice CT Inc P 76492 Cost Method Nuvance Health Medical Practice PC P 3531711 Cost Method Putnam Hospital P 2503162 Cost Method The Norwalk Hospital Association P 98050 Cost Method Vassar Brothers Medical Center Q 3815138 Cost Method Vassar Health Connecticut Inc P 4814376 Cost Method Danbury Hospital Q 1224057 Cost Method Health Quest Home Care Inc (Certified) Q 825018 Cost Method Health Quest Home Care Inc (Licensed) Q 91669 Cost Method Hudson Valley Cardiovascular Practice Q 1242200 Cost Method Northern Dutchess Hospital Q 2040777 Cost Method Northern Dutchess Residential Health Facility Inc Q 1300181 Cost Method Northern Dutchess Hospital R 212499 Cost Method Nuvance Health S 274220 Cost Method Vassar Brothers Medical Center S 1119207 Cost Method Western Connecticut Health Network Inc Q 24458773 Cost Method Western Connecticut Health Network Inc S 58683 Cost Method