2025-11-13T21:08:37-06:00 2024-12-31 ERNST & YOUNG US LLP 560 MISSION ST STE 1600 SAN FRANCISCO CA 94105 990 2024-01-01 946068843 SUTTER VISITING NURSE ASSOCIATION AND HOSPICE % KENNETH YOUNG SUTT 9162866665 C/O SH TAX 2300 RIVER PLAZA DRIVE SACRAMENTO CA 95833 Patrick Brown CFO 9162866665 2025-11-06 true true Eva Nitta P01286320 4158948000 2025-11-04 2024 2025-03-06 01:10:19Z X MARK MCPHERSON SAME AS C ABOVE SACRAMENTO CA 95833 559306471 false X WWW.SUTTERHEALTH.ORG X 1908 CA SEE SCHEDULE O 14 10 2758 297 5063129 1613427 3786965 1835372 481784085 547053886 1224604 5208955 5120767 5061069 491916421 559159282 142099 156814 0 0 309339816 349508863 0 0 2760325 149100153 165315949 458582068 514981626 33334353 44177656 169234264 544803592 65162877 73901438 104071387 470902154 X SEE SCHEDULE O false false 471776784 156814 547053886 PROGRAM SERVICE ACCOMPLISHMENTS PRIMARY EXEMPT PURPOSE: Provide health care to patients in their homes. SERVICE ACCOMPLISHMENTS: Sutter VNA & Hospice is a state licensed, Medicare-certified home care agency that provides a broad spectrum of multi-disciplinary services and offers a range of specialty programs to residents of Northern California. Sutter VNA & Hospice provides health care services to patients who require these services outside of a hospital setting (primarily in the home), for which a fee is charged to cover the cost of providing these services. These services are provided to Medicare, Medi-Cal, and private insurance patients. Charitable care is provided when deemed appropriate. The health care services provided by Sutter VNA & Hospice include the following: - Skilled Nursing: Nurses work with patients who have heart disease, cancer, diabetes, ostomies, AIDS, or other chronic diseases and illnesses, or who have recently had surgery or an acute care episode. - Rehabilitation services including physical, occupational, and speech therapy. Physical and occupational therapy is provided for patients with difficulties due to strokes, amputation or fractures, surgery, and for patients who are paraplegics or quadriplegics. Speech therapy is provided for patients with speech or swallowing problems. - Home infusion therapy services: provided for patients who need intravenous treatments. Services include hydration, chemotherapy, total parenteral nutrition, antibiotics, injectable medications, pain management, and enteral nutrition - Maternal/child care services; provided to women with difficult pregnancies and new mothers needing assistance. - Psychiatric Home Care: This program provides home health services with focus on psychiatric care (assessment, teaching, referrals and follow-up) by specialty trained clinicians. - Medical Social Work services: provides assistance to persons who need guidance in developing self-help and problem solving skills, and access to community resources - Hospice and Bereavement Services; helps terminally ill patients and their families who need support and care. Services include nursing care, pain management, symptom control, and bereavement counseling. - Home health aides and volunteer respite care; provides aid to patients who cannot care for themselves; includes bathing and personal care, companionship, and relief for caregivers - Respiratory Therapy and Durable Medical Equipment; provides patients with respiratory therapy services, equipment, and supplies, beds, wheelchairs, and other durable medical equipment. Community Benefit Services In 2024, Sutter VNA & Hospice provided $1,020,980 worth of Community Benefit. The Community Benefit programs and services provided include the following: - Hospice bereavement groups (ex. Adult Grief Support Groups, Children's Workshops, Daughter/Mom Loss Support Group, Adult Traumatic Loss) - Preceptorships and internships provided for students Charitable Activity In 2024 Sutter VNA & Hospice provided $1,372,291 worth of Charity Care. Charity Care was provided in the form of home health services, hospice services, respiratory therapy and durable medical equipment service and products, and home infusion therapy services. Unpaid Cost of Medicaid In 2024 Sutter VNA & Hospice provided $13,493,851 worth of unpaid services to Medicaid patients. 471776784 true true false false false false false false false true true false false false true true false true false false false false false false false false false false true true false false false false false false false false false false false false false true true true false false true 217 0 true 2758 true true true false false false false false false false false false false false X 14 10 false false false false true true true true true false false true true true true true true true true false CA X KENNETH YOUNG 9162866665 2300 RIVER PLAZA DR Sacramento CA 95833 Keith Lagnese MD CMO,SCAH/Asst Sec SVNAH(pt-yr) 2.0 40.0 X X 0 802459 624448 Mark McPherson CEO, SCAH/President SVNAH 2.0 40.0 X X 0 672032 529612 Anna Kiger CNO, Asst Sec SVNAH (pt-yr) 2.0 40.0 X X 0 1086676 96858 Albert Chan MD SH VP, CHI Officer 1.0 40.0 X 0 765479 315966 Romelia Garcia CAO, SCAH 0.0 40.0 X 0 725857 328992 Theresa Frei Former CEO, SVMF 0.0 0.0 X 0 1048576 0 Ursula Boynton MD CME, AMSMC 1.0 40.0 X 0 632700 266520 Ryan Stice SH VP,CPO/Asst Sec SVNAH 1.0 40.0 X 0 577535 289031 David Adams Deputy General Counsel 0.0 40.0 X 0 411538 99496 Frank Wong Director, Home Health Pharmacy 40.0 0.0 X 398046 0 103612 Carolyn A Goodall SR. Director, Hospice & H.H. 40.0 0.0 X 371717 0 91127 Praba Koomson Sr. Director, Hospice & H.H. 40.0 0.0 X 355735 0 78109 Megan Merz DEPUTY GEN COUNSEL, SEC SVNAH 1.0 40.0 X 0 334922 88128 Susan White Senior Director, Quality 40.0 0.0 X 336152 0 81201 Meg Lopez Administrator 40.0 0.0 X 290385 0 81539 Patrick Brown CFO, SVNAH (pt-yr) 1.0 40.0 X 0 256530 98166 Patricia A Jellison-LaVine Administrator 40.0 0.0 X 275311 0 72470 Mark Wheeler CFO, SVNAH(pt-yr) & SH Pacific 1.0 40.0 X 0 296759 32333 Robert Grande Wound Care Nurse Lead 40.0 0.0 X 311370 0 17103 Philip Stevens Staff RN II 40.0 0.0 X 289058 0 15662 George T Block MD DIRECTOR/CHAIR 2.0 0.0 X X 0 0 0 Jim Gray Director 1.0 0.0 X 0 0 0 Manuel Jimenez Director 1.0 0.0 X 0 0 0 Alden Chip McDonald MD Director, Chair F & P 2.0 0.0 X X 0 0 0 Andy Pansini Director 1.0 0.0 X 0 0 0 Ria Paul MD Director 1.0 0.0 X 0 0 0 David Seidenwurm MD Director 1.0 0.0 X 0 0 0 Jeffrey Strawn Director 1.0 0.0 X 0 0 0 Douglas Wagemann Director 1.0 0.0 X 0 0 0 Amy Yang Director 1.0 0.0 X 0 0 0 2627774 7611063 3310373 1239 true true false WELLSKY CORPORATION 11300 SWITZER RD OVERLAND PARK KS 662103665 IT Consult & Svcs 4731290 NETSMART TECHNOLOGIES INC 11100 NALL AVE OVERLAND PARK KS 662111205 CONSULTING SERVICES 3218082 SIVIA INVESTMENTS INC 3879 FENWAY CIR ROCKLIN CA 956774060 Physician Services 468420 SAEED MEDICAL CORPORATION 5831 WEDGEWOOD DR GRANITE BAY CA 957466705 Physician Services 467081 MMJH HOME CARE INC 7005 TUSCANY WY EL DORADO HILLS CA 957625410 Home Healthcare Svcs 424737 27 11541 0 0 9542 0 1814289 3005 1835372 PATIENT SERVICE REVENUE 621610 547053886 547053886 547053886 3894033 3894033 0 0 96147 98207 0 -2060 0 -2060 -2060 1358704 5200 48982 0 1309722 5200 1314922 1314922 0 0 0 0 0 0 0 0 0 SUTTER INFUSION PHARMACY SERVICES 621610 5063129 5063129 5063129 559159282 547053886 5063129 5206895 0 156814 156814 0 0 964502 964502 347781 347781 237094761 225731688 10375949 987124 7329755 6976762 352993 0 83569120 79357696 3747939 463485 20202944 19165321 969680 67943 3781956 48246 3697710 36000 47053 47053 0 0 15660 0 15660 0 0 0 329003 329003 7689349 7689349 46994 46994 6138391 4943437 1121526 73428 11652612 8069075 3583537 0 6994769 6111115 331455 552199 6617488 6325121 285296 7071 0 129281 97572 30339 1370 699 699 0 4702064 4046210 655256 598 1686774 772048 909303 5423 MEDICAL SUPPLIES 61057666 61057666 0 0 SYSTEM ALLOCATION FEES 25710507 14453031 10992487 264989 PURCHASED SERVICES 24076805 23532066 278695 266044 TAXES - UBI RELATED 891000 0 891000 0 3747878 3195815 517412 34651 514981626 471776784 40444517 2760325 0 0 37524821 403558918 112103 217463 81578643 81058754 0 0 0 0 0 0 3181214 3778940 2292770 3725094 28854875 22401757 5028921 6453118 26471592 29594925 0 0 0 0 0 0 13044200 16416380 169234264 544803592 55283336 59356489 0 0 0 0 0 0 0 0 0 0 0 0 0 0 9879541 14544949 65162877 73901438 X 98953203 465290702 5118184 5611452 104071387 470902154 169234264 544803592 X 44177656 1135651 321517460 X false true X true false X 2559983 2278956 3123304 3786965 1835372 13584580 448778738 465029846 445786879 481784085 547053886 2388433434 0 0 0 451338721 467308802 448910183 485571050 548889258 2402018014 35000 33300 18825 7400 94525 0 35000 33300 18825 7400 94525 2401923489 614595 591074 807533 1340726 3990180 7344108 0 614595 591074 807533 1340726 3990180 7344108 973343 1103438 1056759 1864092 1614427 6612059 0 452926659 469003314 450774475 488775868 554493865 2415974181 0.99418 0.99567 0.00304 0.00175 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 16245581 37737 1714524 35897 17961945 14593353 100626 1553573 1971 16245581 16034743 -898041 543349 14593353 14079266 1961297 5820 16034743 12391087 1699356 11177 14079266 0.97150 0.02500 0.00350 false false 108067 84161 23906 6144315 5293318 850997 22593202 17024278 5568924 9291 0 9291 6453118 0 OPERATING LEASE LIAB. - NONCURRENT 13333755 INSURANCE LIABILITIES 886245 INTERCOMPANY PAYABLES 324949 14544949 X SCHEDULE D, PART V, LINE 4 INTENDED USES OF THE ORGANIZATION'S ENDOWMENT FUNDS: Shirley Markinson Grieg Endowment - earnings to be used for hospice and volunteer training. ROBERT J AND DAVID R FIORITO FAMILY ENDOWMENT - TO SUPPORT HOSPICE OPERATIONS, PROGRAMS, AND/OR PATIENT CARE AT SUTTER CARE AT HOME. J. & L. Limburg and G. & F. Striley Endowment - earnings to be used at discretion of Board of Directors. SCHEDULE D, PART X, LINE 2 THIS ORGANIZATION WAS PART OF A CONSOLIDATED FINANCIAL SYSTEM AUDIT. THE ASC 740 AUDIT FOOTNOTE DISCLOSURE FOR THE SUTTER SYSTEM IS AS FOLLOWS: Sutter Health and many affiliates have been determined to be exempt organizations by the Internal Revenue Service and the California Franchise Tax Board and generally are not subject to taxes on income. Certain activities of Sutter are subject to income taxes; however, such activities are not significant to the consolidated financial statements. With respect to its taxable activities, Sutter records income taxes using the liability method, under which deferred tax assets and liabilities are determined based on the differences between the financial accounting and tax basis of assets and liabilities. Deferred tax assets or liabilities at the end of each period are determined using the currently enacted tax rate expected to apply to taxable income in the periods that the deferred tax asset or liability is expected to be realized or settled. Sutter recognizes the tax benefit from uncertain tax positions, only if it is more likely than not that the tax positions will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The statute of limitations for tax years 2021 through 2023 remains open in U.S. tax jurisdictions in which Sutter and its affiliates are subject to taxation. Sutter recognizes interest and penalties related to income tax matters in Operating expenses. There were no such uncertain tax positions recognized for the years ended December 31, 2024 and 2023. true PATIENT ASSISTANCE 344 156814 FMV SEE PART IV SCHEDULE I, PART I, LINE 2 PROCEDURE FOR MONITORING THE USE OF GRANT FUNDS: In order to closely monitor efficiency and effectiveness, the Community Benefit function outlines measurable reporting (quarterly, six-month and/or year-end), program and funding requirements in a Memorandum of Understanding (MOU), Business Services Agreement (BSA), or Joint Venture Agreement for each investment made with a community partner. Where it is determined necessary, additional efforts are made to monitor effectiveness and efficiency of investments, which could include: - Quarterly meetings with community partners - E-mail and telephonic communications with community partners - Continued dialogue with involved hospital staff and community partners throughout duration of program - Site visits with community partners - Review of quarterly, six-month and/or year-end outcomes reports with community partners - Review of hospital usage and patient level data - Collection of patient/participant stories and narratives - Collaborative discussions around ad-hoc successes and challenges that arise - If any grant funds remained unspent, a year-end financial summary that compares actual expenditures to the funded project's budget is requested. At the end of the appropriate reporting period, Community Benefit analyzes data to ensure community partners met the objectives outlined in the MOU or BSA. If the community partners did not reach the anticipated outcomes, Community Benefit works to understand what circumstances prevented the organization from meeting the goals to help identify ways to improve or perhaps re-evaluate what success of this program looks like, and makes the determination to continue or terminate funding. We also rely on the governance practices of the recipient organization to monitor the use of the funds. SCHEDULE I, PART III, LINE 1 DESCRIPTION OF NON-CASH ASSISTANCE: PAYMENTS TO VENDORS ON BEHALF OF PATIENTS FOR ITEMS/SERVICES SUCH AS CAREGIVING SERVICES, FUNERAL SERVICES, MEDICAL SUPPLIES, TRANSPORTATION, UTILITIES. true true false false false false false true false Keith Lagnese MD CMO,SCAH/Asst Sec SVNAH(pt-yr) 0 641340 0 148546 0 12573 0 576412 0 48036 0 1426907 0 0 Mark McPherson CEO, SCAH/President SVNAH 0 521273 0 140239 0 10520 0 493992 0 35620 0 1201644 0 0 Anna Kiger CNO, Asst Sec SVNAH (pt-yr) 0 283012 0 335431 0 468233 0 71757 0 25101 0 1183534 0 78920 Albert Chan MD SH VP, CHI Officer 0 423575 0 269538 0 72366 0 276358 0 39608 0 1081445 0 61831 Romelia Garcia CAO, SCAH 0 445926 0 211492 0 68439 0 284804 0 44188 0 1054849 0 53667 Theresa Frei Former CEO, SVMF 0 0 0 0 0 1048576 0 0 0 0 0 1048576 0 0 Ursula Boynton MD CME, AMSMC 0 438984 0 154737 0 38979 0 228612 0 37908 0 899220 0 32557 Ryan Stice SH VP,CPO/Asst Sec SVNAH 0 346299 0 184362 0 46874 0 252538 0 36493 0 866566 0 40112 David Adams Deputy General Counsel 0 340750 0 63222 0 7566 0 73838 0 25658 0 511034 0 63222 Frank Wong Director, Home Health Pharmacy 327827 0 58978 0 11241 0 72081 0 31531 0 501658 0 58978 0 Carolyn A Goodall SR. Director, Hospice & H.H. 298012 0 60421 0 13284 0 68209 0 22918 0 462844 0 60421 0 Praba Koomson Sr. Director, Hospice & H.H. 290010 0 53461 0 12264 0 64863 0 13246 0 433844 0 53461 0 Megan Merz DEPUTY GEN COUNSEL, SEC SVNAH 0 275476 0 53524 0 5922 0 62840 0 25288 0 423050 0 53524 Susan White Senior Director, Quality 280220 0 49074 0 6858 0 58369 0 22832 0 417353 0 49074 0 Meg Lopez Administrator 240241 0 42859 0 7285 0 50042 0 31497 0 371924 0 0 0 Patrick Brown CFO, SVNAH (pt-yr) 0 220290 0 30000 0 6240 0 87424 0 10742 0 354696 0 0 Patricia A Jellison-LaVine Administrator 224769 0 43010 0 7532 0 49902 0 22568 0 347781 0 43010 0 Mark Wheeler CFO, SVNAH(pt-yr) & SH Pacific 0 46319 0 98767 0 151673 0 26777 0 5556 0 329092 0 0 Robert Grande Wound Care Nurse Lead 309182 0 0 0 2188 0 5966 0 11137 0 328473 0 0 0 Philip Stevens Staff RN II 289058 0 0 0 0 0 5578 0 10084 0 304720 0 0 0 SCHEDULE J, PART I, LINE 3 SUPPLEMENTAL COMPENSATION INFORMATION: The Compensation Committee of the Sutter Health Board of Directors retains ultimate discretionary authority over all elements of compensation to assure that organizational purposes are appropriately being served. The Compensation Committee uses credible INDEPENDENT data sources and maintains an objective "arms length" decision-making process, ensuring the integrity of Sutter's executive programs and consistency with the organization's overall mission. SEE SCHEDULE O NARRATIVE FOR PART VI, LINE 15 FOR A FULL DESCRIPTION OF THE COMPENSATION APPROVAL PROCESS COMPLETED BY SUTTER HEALTH. SCHEDULE J, PART I, LINE 4A SEVERANCE PAYMENTS: Theresa Frei RECEIVED SEVERANCE PAYMENTS OF $ 982,821 Anna Kiger RECEIVED SEVERANCE PAYMENTS OF $ 228,198 SCHEDULE J, PART I, LINE 4B NONQUALIFIED RETIREMENT PLAN: The purpose of the nonqualified retirement plan is to provide Sutter Health executives with a competitive retirement benefit consistent with Sutter Health's overall compensation philosophy for all employees. Contributions are designed taking into consideration lost retirement benefits that would otherwise be obtained through the qualified pension plan and social security benefits. Sutter's plans are designed consistent with competitive industry practices. The retirement plan for Sutter Health employees is a combination of 403(b) employer match contributions and qualified pension plan benefits. Sutter Health executives are generally ineligible for employer match contributions. To ensure a competitive retirement benefit, Sutter Health makes an annual contribution to a non-qualified 457(f) plan for its executives. The formula provides 6% to 16% of base salary plus annual incentive plan award (commensurate with management level). Unlike Sutter Health's qualified PENSION plan where employee benefits are guaranteed (i.e., a defined benefit), Sutter's non-qualified plan benefits are not guaranteed by Sutter Health. Investment risk is borne by participants and benefits are not protected should Sutter Health become insolvent. SCHEDULE J, PART I, LINE 7 NON-FIXED PAYMENTS: Spot awards are infrequently used to reward employees. There are no specific guidelines for the amount of the spot award, average amount of spot awards tend to not exceed 5% to 15% of gross annual salary. Annual Incentive Plan (AIP): The purpose of the plan is to focus executives on specific, shorter-term goals that are critical to the achievement of affiliate, operating unit and system-wide objectives that drive overall organization performance. Long Term Performance Plans: Sutter Health also employs a long term performance plan which is designed to focus on longer term strategic objectives of the organization. Sutter's long term performance plan approach is a combination of both longer term measures of organization success and key organization strategies which require the combined effort of all leadership to achieve success. Sutter uses a common fate approach in that all LONG TERM PERFORMANCE plan participants are measured against the same, organization-wide criteria vs. individual efforts. This fosters a common purpose across leadership and a shared sense of accountability for the overall success of Sutter Health. In all cases, the Compensation Committee of the Board determines achievement of organization goals and makes final award determination which may result in a reduction of award if appropriate. All senior executive awards are reviewed for compensation reasonableness and approved by the compensation committee prior to payment. FORM 990, PART I, LINE 1 AND PART III, LINE 1 MISSION STATEMENT: MISSION: CARING FOR OUR PATIENTS FIRST AND OUR PEOPLE ALWAYS. VISION: TO BE THE MOST COMPREHENSIVE, INTEGRATED AND CONNECTED HEALTH SYSTEM FOR GETTING AND STAYING WELL. VALUES: -EXCELLENCE - We deliver high-quality, equitable care and take on the toughest challenges. -CURIOSITY - We are constantly learning and creating new ways to advance healthcare. -TEAMWORK - We collaborate with humility and solve for ONE Sutter. -COMPASSION - We show empathy and understanding in every personal interaction. INCLUSION - We respect our differences and similarities, and cultivate a sense of belonging. -INTEGRITY - We earn trust by doing the right thing and delivering on our commitments. FORM 990, PART VI, LINE 6 & 7A CLASSES OF PERSONS AND THE NATURE OF THEIR RIGHTS: THIS CORPORATION IS AN AFFILIATE OF SUTTER HEALTH, A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION. SUTTER HEALTH IS THE SOLE MEMBER WITH THE RIGHT TO ELECT AT LEAST A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS. FORM 990, PART VI, LINE 7B CLASSES OF PERSONS, DECISIONS REQUIRING APPROVAL & TYPE OF VOTING RIGHTS: SUTTER HEALTH AS THE SOLE MEMBER OF THE ORGANIZATION IS ENTITLED TO EXERCISE FULLY ALL RIGHTS AND PRIVILEGES OF MEMBERS OF NONPROFIT CORPORATIONS UNDER THE CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION LAW, AND ALL OTHER APPLICABLE LAWS. THE MEMBER HAS THE RIGHTS AND POWERS TO APPOINT (AND REMOVE) MEMBERS OF THE CORPORATION'S BOARD OF DIRECTORS, SUBJECT TO THE PROVISIONS OF THE BYLAWS. IN ADDITION, THE MEMBER HAS THE RIGHT TO APPROVE THE FOLLOWING ACTIONS OF THE CORPORATION'S BOARD OF DIRECTORS: A. MERGER, CONSOLIDATION, REORGANIZATION, OR DISSOLUTION OF THE CORPORATION OR ANY AFFILIATED ENTITY; B. AMENDMENT OR RESTATEMENT OF THE ARTICLES OF INCORPORATION OR THE BYLAWS OF THE CORPORATION OR ANY AFFILIATED ENTITY; C. ADOPTION OF OPERATING BUDGETS OF THE CORPORATION OR ANY AFFILIATED ENTITY, INCLUDING CONSOLIDATED OR COMBINED BUDGETS OF THE CORPORATION AND ALL SUBSIDIARY ORGANIZATIONS OF THE CORPORATION; D. ADOPTION OF CAPITAL BUDGETS OF THE CORPORATION OR ANY AFFILIATED ENTITY; E. AGGREGATE OPERATING OR CAPITAL EXPENDITURES THAT EITHER EXCEED PREVIOUSLY APPROVED OPERATING OR CAPITAL BUDGETS, OR ARE UNBUDGETED, IF THE AMOUNT IN EXCESS OR THE UNBUDGETED EXPENDITURE IS HIGHER THAN THE SIGNATURE AUTHORITY OF THE PRESIDENT AND CEO OF THE GENERAL MEMBER; F. LONG-TERM OR MATERIAL AGREEMENTS OF THE CORPORATION OR ANY AFFILIATED ENTITY INCLUDING, BUT NOT LIMITED TO, BORROWINGS, EQUITY FINANCINGS, CAPITALIZED LEASES AND INSTALLMENT CONTRACTS; AND PURCHASE, SALE, LEASE, DISPOSITION, HYPOTHECATION, EXCHANGE, GIFT, PLEDGE, OR ENCUMBRANCE OF ANY ASSET, REAL OR PERSONAL, WITH A FAIR MARKET VALUE IN EXCESS OF THE SIGNATURE AUTHORITY OF THE PRESIDENT AND CEO OF THE GENERAL MEMBER; G. APPOINTMENT OF AN INDEPENDENT AUDITOR BY THE CORPORATION OR ANY AFFILIATED ENTITY; H. THE HIRING OF INDEPENDENT COUNSEL BY THE CORPORATION OR ANY AFFILIATED ENTITY, UNLESS AT LEAST TWO-THIRDS (2/3) OF THE BOARD IN OFFICE ON THE DAY OF A VOTE DETERMINE THAT A MATERIAL CONFLICT OF INTEREST EXISTS BETWEEN THE CORPORATION AND THE GENERAL MEMBER AND, THEREFORE, THE BOARD MUST ENGAGE INDEPENDENT COUNSEL TO ASSIST IN EXERCISING THE BOARD'S FIDUCIARY DUTIES. TO PRESERVE THE INDEPENDENCE OF COUNSEL RETAINED PURSUANT TO THIS PROVISION, THE GENERAL MEMBER SHALL NOT CLAIM THAT ANY COMMUNICATION BETWEEN SUCH INDEPENDENT COUNSEL AND ANY PERSON ACTING ON BEHALF OF THE CORPORATION, EVEN IF THAT PERSON IS ALSO AN EMPLOYEE, OFFICER OR AGENT OF THE GENERAL MEMBER, CONSTITUTES A WAIVER OF THE ATTORNEY-CLIENT PRIVILEGE OR WORK-PRODUCT PROTECTION; I. THE CREATION OR ACQUISITION OF ANY SUBSIDIARY OR AFFILIATE, AS THAT TERM IS DEFINED IN CALIFORNIA CORPORATIONS CODE SECTION 150; J. CONTRACTING WITH ANY THIRD PARTY FOR ALL OR SUBSTANTIALLY ALL OF THE MANAGEMENT OF THE ASSETS OR OPERATIONS OF THE CORPORATION OR ANY AFFILIATED ENTITY; K. APPROVAL OF BUSINESS PLANS TO DEVELOP MAJOR PROGRAMS AND CLINICAL SERVICES OF THE CORPORATION OR ANY AFFILIATED ENTITY. MAJOR NEW PROGRAMS AND CLINICAL SERVICES SHALL INCLUDE, BUT NOT BE LIMITED TO: (I) ANY NEW PROGRAMS OR SERVICES THAT REQUIRE APPROVAL AND/OR ADDITIONAL LICENSURE FROM ANY REGULATORY AGENCY, OR (II) ANY OTHER PROGRAMS OR SERVICES THE GENERAL MEMBER DEEMS MAJOR; L. APPROVAL OF STRATEGIC PLANS OF THE CORPORATION OR ANY AFFILIATED ENTITY; M. ADOPTION OF QUALITY IMPROVEMENT POLICIES NOT IN CONFORMITY WITH POLICIES ESTABLISHED BY THE GENERAL MEMBER; N. ANY SELF-DEALING TRANSACTION BETWEEN A DIRECTOR OF THE CORPORATION AND THE CORPORATION OR A SUBSIDIARY OF THE CORPORATION; OR O. REHIRING, CONTRACTING WITH, OR OTHERWISE COMPENSATING A SUTTER HEALTH EXECUTIVE, OR ANY OFFICER OR MEMBER OF MANAGEMENT OF THE CORPORATION OR ANY AFFILIATED ENTITY AFTER THEIR EMPLOYMENT HAS ENDED. IN ADDITION, THE GENERAL MEMBER SHALL HAVE THE AUTHORITY (BY A VOTE OF NOT LESS THAN TWO-THIRDS (2/3) OF ITS BOARD), TO DECLARE A MAJOR ACTIVITY REQUIRING APPROVAL. FORM 990, PART VI, LINE 11B PROCESS USED BY MANAGEMENT &/OR GOVERNING BODY TO REVIEW FORM 990: SUTTER HEALTH HAS A CENTRALIZED TAX DEPARTMENT RESPONSIBLE FOR THE PREPARATION OF THE FORM 990. ANNUALLY THE TAX DEPARTMENT PROVIDES TRAINING AND EDUCATION TO AFFILIATE PERSONNEL WHO ASSIST THE TAX DEPARTMENT IN COLLECTING AND REVIEWING DATA TO BE REPORTED ON THE FORM 990. THE PREPARATION MATERIAL IS REVIEWED BY VARIOUS DEPARTMENTS INCLUDING TAX, FINANCE, LEGAL, AND HUMAN RESOURCES. A NATIONAL ACCOUNTING FIRM PREPARES AND/OR REVIEWS THE RETURN. A COMPLETED RETURN IS THEN REVIEWED BY THE TAX DEPARTMENT, THE AFFILIATE, AND THE CFO BEFORE THE RETURN IS FILED. FORM 990, PART VI, LINE 12C PROCESS TO MONITOR TRANSACTIONS FOR CONFLICTS OF INTEREST: Employees are educated on the conflict of interest policy and the need to make disclosure as part of annual compliance education. In addition, annually a disclosure statement is completed by all directors, officers and key employees. On this statement the individual will list a wide range of information which includes business relationships, employment relationships, property interests, and those of related parties. If there is a potential conflict of interest related to a particular transaction, the interested individual must disclose the existence and nature of the relationship. The Board Chair may appoint a disinterested person or committee to investigate the conflict. The Board may consult with the LEGAL AND RISK SERVICES DEPARTMENT as necessary. Until the potential conflict is resolved, the Board Chair (or committee chair as applicable) may request the individual to not participate during related presentations and discussions. In all circumstances involving an actual conflict, the interested individual shall leave the room prior to the board's final discussion and vote. FORM 990, PART VI, LINES 15A & 15B PROCESS FOR DETERMINING COMPENSATION: THE COMPENSATION COMMITTEE OF THE SUTTER HEALTH BOARD OF DIRECTORS RETAINS ULTIMATE DISCRETIONARY AUTHORITY OVER ALL ELEMENTS OF COMPENSATION TO ASSURE THAT ORGANIZATIONAL PURPOSES ARE APPROPRIATELY BEING SERVED. THE COMPENSATION COMMITTEE USES CREDIBLE independent DATA SOURCES AND MAINTAINS AN OBJECTIVE "ARMS LENGTH" DECISION-MAKING PROCESS, ENSURING THE INTEGRITY OF SUTTER'S EXECUTIVE PROGRAMS AND CONSISTENCY WITH THE ORGANIZATION'S OVERALL MISSION. TO ENSURE EXTERNAL COMPETITIVENESS, NATIONAL COMPENSATION DATA COMPARISONS ARE REVIEWED. COMPETITIVE ANALYSIS INCLUDES: (A) BASE SALARY, (B) TOTAL CASH (BASE SALARY + ANNUAL INCENTIVE), (C) TOTAL DIRECT CASH (BASE SALARY + ANNUAL INCENTIVE + LONG TERM INCENTIVE) AND (D) TOTAL REMUNERATION (BASE SALARY + ANNUAL INCENTIVE + BENEFITS AND LONG TERM INCENTIVE). THIS ANALYSIS INCLUDES NATIONAL COMPARISONS FOR ORGANIZATIONS SIMILAR IN SIZE, SCOPE AND COMPLEXITY AS SUTTER HEALTH, ADJUSTED TO THE CALIFORNIA MARKET. THIS METHOD IS MOST APPROPRIATE SINCE IT IS A NATIONAL MARKETPLACE IN WHICH SUTTER COMPETES FOR EXECUTIVE TALENT. OFFICERS AND KEY EMPLOYEES OF THIS ORGANIZATION UNDERGO AN ANNUAL REVIEW BY THE COMPENSATION COMMITTEE OR A DELEGATED SUB-COMMITTEE. APPROVAL IS RECORDED IN THE MINUTES. THE 2024 EXECUTIVE COMPENSATION APPROVAL WAS COMPLETED IN APRIL 2024. FORM 990, PART VI, LINE 19 AVAILABILITY OF GOVERNING DOCUMENTS, COI POLICY & FINANCIAL STATEMENTS: The Sutter Health system posts its current and past Audited Financial Statements at sutterhealth.org. Other documents are also located at this website including the Annual Report, Mission Statement, history, and links to affiliate websites. The governing documents and conflict of interest policy are not available to the public at this time. FORM 990, PART VII, SECTION A COMPENSATION OF BOARD MEMBERS: THE FOLLOWING BOARD MEMBERS OF THE ORGANIZATION ARE FULL-TIME EMPLOYEES (40 HOURS PER WEEK) OF SUTTER HEALTH AND THEIR SUTTER HEALTH SALARIES ARE REPORTED HEREIN. THESE INDIVIDUALS RECEIVE NO COMPENSATION FOR THEIR SERVICE AS BOARD MEMBERS OF THIS ORGANIZATION. - KEITH LAGNESE, MD - MARK MCPHERSON - ANNA KIGER - ALBERT CHAN, MD - URSULA BOYNTON, MD COMMON LAW EMPLOYEES: INDIVIDUALS LISTED AS OFFICERS AND KEY EMPLOYEES OF THE ORGANIZATION THAT ARE PAID FULLTIME BY A RELATED ORGANIZATION ARE COMMON LAW EMPLOYEES OF SUTTER HEALTH, A SEPARATE LEGAL ENTITY. IT IS THE INTENTION OF SUTTER HEALTH AND THE FILING ORGANIZATION TO MAKE INFORMATION ACCESSIBLE AND TRANSPARENT, REPORTING THOSE SUTTER HEALTH EMPLOYEES WHO HAVE OFFICER AND KEY EMPLOYEE RESPONSIBILITIES TO THE FILING ORGANIZATION. FORM 990, PART XI, LINE 9 OTHER CHANGE IN NET ASSETS OR FUND BALANCES: EQUITY TRANSFER, RELATED ENTITIES (NET) $ 321,450,592 CHANGE IN SPLIT INTEREST $ 66,868 ----------------- TOTAL $ 321,517,460 CALIFORNIA PACIFIC MEDICAL CTR FOUND C/O SH TAX 2300 RIVER PLAZA DR SACRAMENTO CA 95833 942728423 FUNDRAISING CA 501(C)(3) 7 SUTTER BH true SUTTER COMMUNITY HEALTH C/O SH TAX 2300 RIVER PLAZA DR SACRAMENTO CA 95833 510172285 HEALTHCARE CA 501(C)(3) 3 SUTTER BH true MEMORIAL HOSPITAL FOUNDATION C/O SH TAX 2300 RIVER PLAZA DR SACRAMENTO CA 95833 942290244 FUNDRAISING CA 501(C)(3) 12A - I SUTTER VH true MILLS-PENINSULA HOSPITAL FOUNDATION C/O SH TAX 2300 RIVER PLAZA DR SACRAMENTO CA 95833 237288765 FUNDRAISING CA 501(C)(3) 7 SUTTER BH true SANSUM CLINIC C/O SH TAX 2300 RIVER PLAZA DR SACRAMENTO CA 95833 956419205 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER AUBURN FAITH HOSPITAL FOUNDATION C/O SH TAX 2300 RIVER PLAZA DR SACRAMENTO CA 95833 942594966 FUNDRAISING CA 501(C)(3) 7 SUTTER VH true SUTTER BAY HOSPITALS C/O SH TAX 2300 RIVER PLAZA DR SACRAMENTO CA 95833 940562680 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER BAY MEDICAL FOUNDATION C/O SH TAX 2300 RIVER PLAZA DR SACRAMENTO CA 95833 941156581 HEALTHCARE CA 501(C)(3) 3 SUTTER HLTH true SUTTER COAST HOSPITAL C/O SH TAX 2300 RIVER PLAZA DR SACRAMENTO CA 95833 942988520 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER DAVIS HOSPITAL FOUNDATION 2300 RIVER PLAZA DRIVE SACRAMENTO CA 95833 680217870 FUNDRAISING CA 501(C)(3) 7 SUTTER VH true SUTTER HEALTH 2300 RIVER PLAZA DRIVE SACRAMENTO CA 95833 942788907 SUPPORTING OR CA 501(C)(3) 12C III-FI NA false SUTTER HEALTH PACIFIC 91-2301 FT WEAVER RD EWA BEACH HI 96706 990298651 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER HEALTH ALLIANCE C/O SH TAX 2300 RIVER PLAZA DR SACRAMENTO CA 95833 461183948 HEALTH PLAN CA 501(C)(4) N/A SUTTER HLTH true SUTTER INSURANCE SERVICES CORPORATION 745 FORT STREET SUITE 1100 HONOLULU HI 96813 990289310 INSURANCE SER HI 501(C)(3) 12C III-FI SUTTER HLTH true SUTTER MEDICAL CENTER FOUNDATION C/O SH TAX 2300 RIVER PLAZA DR SACRAMENTO CA 95833 942788906 FUNDRAISING CA 501(C)(3) 7 SUTTER VH true SUTTER ROSEVILLE MEDICAL CTR FOUNDATION C/O SH TAX 2300 RIVER PLAZA DR SACRAMENTO CA 95833 680040113 FUNDRAISING CA 501(C)(3) 7 SUTTER VH true SUTTER VALLEY HOSPITALS C/O SH TAX 2300 RIVER PLAZA DR SACRAMENTO CA 95833 941156621 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER VALLEY MEDICAL FOUNDATION C/O SH TAX 2300 RIVER PLAZA DR SACRAMENTO CA 95833 680273974 HEALTHCARE CA 501(C)(3) 3 SUTTER HLTH true TRACY HOSPITAL FOUNDATION C/O SH TAX 2300 RIVER PLAZA DR Sacramento CA 95833 680318845 Fundraising CA 501(C)(3) 12A - I SUTTER VH true SURG CTR OF ABSMC 3875 TELEGRAPH OAKLAND CA 94609 470946086 PATIENT CARE CA NA CA PACIFIC ADV IMAG PO BOX 6102 NOVATO CA 94948 562311840 PATIENT CARE CA NA SF ENDOSCOPY CENTER 2300 RIVER PLAZA DRIVE SACRAMENTO CA 95833 912160588 PATIENT CARE CA NA SUT FAIRFIELD SURG 2300 RIVER PLAZA DRIVE SACRAMENTO CA 95833 300233892 PATIENT CARE CA NA SUT AMADOR SURG CTR 2300 RIVER PLAZA DRIVE SACRAMENTO CA 95833 461398093 PATIENT CARE CA NA ROSEVILLE ENDOSCOPY 2300 RIVER PLAZA DRIVE SACRAMENTO CA 95833 870710513 PATIENT CARE CA NA MEMORIAL MED BLDG 1800 COFFEE RD 76 MODESTO CA 95355 770234236 OFFICE RENTAL CA NA MAGNETIC IMAGING AF 2125 OAK GROVE ROAD WALNUT CREEK CA 94598 473696091 PATIENT CARE CA NA ASC OPTRS SNTA ROSA 2300 RIVER PLAZA DRIVE SACRAMENTO CA 95833 263386169 CARE MANAGEMENT CA NA ASC OPTRS - SLO LLC 2300 RIVER PLAZA DRIVE SACRAMENTO CA 95833 272673776 CARE MANAGEMENT CA NA ICG CREDIT OPP FUND 11111 SANTA MONICA BLVD LOS ANGELES CA 90025 814220441 INVESTMENTS DE NA CARLSBAD SURG CTR 2300 River Plaza Dr SACRAMENTO CA 95833 201413484 PATIENT CARE CA NA DIVISADERO HOLD LLC 1635 DIVISADERO SAN FRANCISCO CA 94115 320621050 CARE MANAGEMENT CA NA PENINSULA ENDOSCOPY 2300 RIVER PLAZA DRIVE SACRAMENTO CA 95833 271905059 PATIENT CARE CA NA S Placer Surg Ctr 2300 RIVER PLAZA DRIVE SACRAMENTO CA 95833 421540694 Patient Care CA NA Sac Surg Ctr Assoc 2300 RIVER PLAZA DRIVE SACRAMENTO CA 95833 680516588 Patient Care CA NA FORT SUT SURG CTR 2300 RIVER PLAZA DRIVE SACRAMENTO CA 95833 680116391 Patient Care CA NA Sut Alhambra Surg 2300 RIVER PLAZA DRIVE SACRAMENTO CA 95833 631221949 Patient Care CA NA Auburn Surg CTR 2300 RIVER PLAZA DRIVE SACRAMENTO CA 95833 364123623 Patient Care CA NA ASC Operators LLC 2300 River Plaza Drive SACRAMENTO CA 95833 208970704 CARE MANAGEMENT CA NA D E SHAW ALP PLUS 1166 AVENUE OF THE AMERICAS - 9TH F NEW YORK NY 10036 882890454 Investment DE NA ICG CR OPP FUND 1A 11111 SANTA MONICA BLVD LOS ANGELES CA 90025 825045573 Investment DE NA ICG CR OPP FUND 2A 11111 SANTA MONICA BLVD LOS ANGELES CA 90025 852303976 Investment DE NA MAKENA RE II 2755 Sand Hill Road Suite 200 MENLO PARK CA 94025 981298071 Investment CJ NA D E SHAW ALL CTRY 1166 AVENUE OF THE AMERICAS - 9TH F NEW YORK NY 10036 832024364 Investment DE NA ICG SPEC OPP FND I 11111 SANTA MONICA BLVD LOS ANGELES CA 90025 863196460 Investment DE NA TAP CMDITYBLDR FUND 257 PARK AVENUE S SUITE 700 NEW YORK NY 10010 274871720 INVESTMENT NY NA MAKENA STRATEGIC OPPORTUNITIES FUND - SH 2755 SAND HILL ROAD SUITE 200 MENLO PARK CA 94025 844965838 INVESTMENT DE NA EHC SURGERY CENTER 2300 RIVER PLAZA DRIVE SACRAMENTO CA 95833 943214614 PATIENT CARE CA NA AG Net Lease Realty Fund V-QTE 100 KING ST TORONTO CA M5X1B8 981743643 INVESTMENT CA NA SUTTER HEALTH DEFERRED COMP PLANS' TRUST 2300 RIVER PLAZA DRIVE SACRAMENTO CA 95833 276851989 RABBI TRUST CA NA TRUST true NORTHWOOD EUROPE TE FEEDER LP 1819 WAZEE ST 2ND FLOOR DENVER CO 80202 981272216 HOLDING COMPANY CJ NA C CORP true WilSOP Segregated Portfolio 1 PO BOX 10008 WILLOW HOUSE CRICKET SQUARE GRAND CAYMAN CJ INVESTMENT CJ NA C CORP true WilSOP Segregated Portfolio 2 PO BOX 10008 WILLOW HOUSE CRICKET SQUARE GRAND CAYMAN CJ INVESTMENT CJ NA C CORP true BRIGADE LEVERAGED CAPITAL STRUCTURE OFFS ONE NEXUS WAY CAMANA BAY GRAND CAYMAN CJ KY1-9005 981020330 INVESTMENT CJ NA C Corp true AQR MULTI-STRATEGY FUND XXIII LP ONE GREENWICH PLAZA STE 130 GREENWICH CT 06830 981716386 INVESTMENT CJ NA C CORP true false false true false false false false false false false true false false false false true true true true SUTTER INSURANCE SERVICES CORPORATION P 2267902 FMV Sutter Valley Hospitals S 2119317 FMV Sutter Valley Hospitals K 221759 FMV Sutter Valley Medical Foundation S 257086 FMV Sutter Bay Hospitals K 364267 FMV Sutter Bay Medical Foundation S 213946 FMV