2025-05-06T14:31:02-05:00 2024-06-30 990 2023-07-01 411836633 ST MARY'S DULUTH CLINIC HEALTH SYSTEM STMA 2187868364 502 E 2ND STREET DULUTH MN 55805 KEVIN BOREN VICE PRESIDENT, FINANCE 2187868364 2025-05-06 0 2023 2025-03-06 01:10:19Z ESSENTIA HEALTH EAST KRISTA SKORUPA MD 502 E 2ND ST DULUTH MN 55805 0 0 X WWW.ESSENTIAHEALTH.ORG X 1996 MN WE ARE CALLED TO MAKE A HEALTHY DIFFERENCE IN PEOPLE'S LIVES. 12 10 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X WE ARE CALLED TO MAKE A HEALTHY DIFFERENCE IN PEOPLE'S LIVES. 0 0 ST. MARY'S DULUTH CLINIC HEALTH SYSTEM, DBA ESSENTIA HEALTH EAST, IS ORGANIZED AND OPERATED EXCLUSIVELY FOR CHARITABLE, EDUCATIONAL, SCIENTIFIC, AND RELIGIOUS PURPOSES EXCLUSIVELY FOR THE BENEFIT OF, TO PERFORM THE FUNCTIONS OF, OR TO CARRY OUT THE PURPOSES OF ITS SUPPORTED ORGANIZATIONS AS LISTED ON SCHEDULE A OF FORM 990, ALL OF WHICH ARE ORGANIZATIONS DESCRIBED IN SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986. ESSENTIA HEALTH EAST SERVES AS THE OPERATIONAL PARENT OF THE ESSENTIA HEALTH ENTITIES OPERATING WITHIN THE EAST REGION THAT SERVE A REGIONAL POPULATION IN MINNESOTA AND WISCONSIN.THE LEGAL ENTITIES COMPRISING ESSENTIA HEALTH EAST FILE SEPARATE FORM 990S. ESSENTIA HEALTH EAST DOES NOT HAVE ANY REVENUES OR EXPENSES NOT ALREADY REPORTED ON THOSE 990S.ESSENTIA HEALTH EAST'S HOSPITALS AND CLINICS EMPLOY APPROXIMATELY 6,600 FULL TIME EQUIVALENTS. THE HOSPITALS HAD A TOTAL OF 901 LICENSED BEDS WHICH PROVIDED NEARLY 159,000 HOSPITAL PATIENT DAYS AND 452,000 OUTPATIENT VISITS DURING THE FISCAL YEAR ENDED JUNE 30, 2024. THE CLINICS HAD NEARLY 1.3 MILLION ENCOUNTERS DURING THE SAME TIME PERIOD.DURING THE FISCAL YEAR ENDED JUNE 30, 2024, ESSENTIA HEALTH EAST'S HOSPITALS AND CLINICS PROVIDED TOTAL COMMUNITY BENEFITS OF $147.5 MILLION WHICH INCLUDED COSTS OF PROVIDING CHARITY CARE, COSTS IN EXCESS OF MEDICAID PAYMENTS, MEDICAID SURCHARGE, MINNESOTACARE TAX, COMMUNITY BUILDING ACTIVITIES AND SERVICES, HEALTH PROFESSIONALS EDUCATION, AND RESEARCH.ESSENTIA HEALTH IS THE PARENT ORGANIZATION OF AN INTEGRATED HEALTH SYSTEM THAT INCLUDES THIS ORGANIZATION AND ALL ENTITIES THAT ARE OWNED OR CONTROLLED, DIRECTLY OR INDIRECTLY, BY ESSENTIA HEALTH (COLLECTIVELY, THE "SYSTEM OR "ESSENTIA HEALTH"). 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X 12 10 0 0 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 MN X KEVIN BOREN 2187868364 502 E 2ND STREET DULUTH MN 55805 DAVID HERMAN MD FORMER INTERIM PRESIDENT 0.00 60.00 X 0 3045950 361993 BRADLEY BEARD CHIEF OPERATING OFFICER 50.00 10.00 X 0 1073967 159414 WILLIAM HEEGAARD MD PRESIDENT THRU 4/24 54.00 6.00 X 0 879244 182878 TRACI MORRIS TREASURER/REL ORG CHIEF FINCL OFF 1.00 59.00 X 0 900190 125852 DANIEL NIKCEVICH MD FORMER PRESIDENT 0.00 60.00 X 0 838948 60230 MICHAEL WATTERS SECRETARY/REL ORG CHIEF LEGAL OFF 1.00 59.00 X 0 645998 132655 ANNE STEPHEN MD CHIEF MEDICAL OFFICER THRU 5/24 54.00 6.00 X 0 644847 124684 RHONDA KAZIK CHIEF NURSE EXECUTIVE 1.00 59.00 X 0 555556 115867 TROY DUININCK MD BD DIRECTOR/REL ORG PHYS & DIV CHAIR 1.00 59.00 X 0 569417 65272 JOSEPH MOREHOUSE MD FORMER KE/PHYSICIAN & DIVISION CHAIR 0.00 60.00 X 0 565469 61497 JON PRYOR MD FORMER PRESIDENT 5.00 0.00 X 0 591355 9781 KEVIN BOREN VICE PRESIDENT, FINANCE 48.00 12.00 X 0 482367 105611 JANICE SCHADE SENIOR VP, OPERATIONS THRU 3/24 55.00 5.00 X 0 481665 104304 ADAM RIUTTA MD ASSOCIATE CHIEF MEDICAL OFFICER 56.00 4.00 X 0 503186 66724 THOMAS WITT MD FORMER PHYSICIAN LEADER 0.00 25.00 X 0 518295 39220 KRISTA SKORUPA MD PRESIDENT 53.00 7.00 X 0 469439 86202 TAMMY KRITZER SENIOR VICE PRESIDENT, OPERATIONS 54.00 6.00 X 0 447009 82399 ANA FERNANDEZ MD FORMER KE/PHYSICIAN & DIVISION CHAIR 0.00 60.00 X 0 381877 64134 DAWN DROTAR MD FORMER KE/PHYSICIAN & DIVISION CHAIR 0.00 60.00 X 0 345226 63387 JANE RUDD MD FORMER KE/PHYSICIAN & DIVISION CHAIR 0.00 60.00 X 0 324188 64683 TODD DEFREECE SENIOR VICE PRESIDENT, OPERATIONS 55.00 5.00 X 0 307414 77657 JAN BALDWIN MD BOARD DIRECTOR/RELATED ORG PHYSICIAN 1.00 59.00 X 0 314140 51815 JOHN VIDMAR FORMER KE/VP, FACILITIES THRU 1/24 0.00 60.00 X 0 310864 42414 SARA LOKSTAD MD ASSOCIATE CHIEF MEDICAL OFFICER 54.00 6.00 X 0 320356 20866 CHRISTIE ERICKSON FORMER KE/MARKET LEADER - EAST 0.00 60.00 X 0 186738 47189 CYNTHIA KENT FORMER SNR VP, NURSING EXCELLENCE 0.00 0.00 X 0 120439 0 JOSEPH MIHALEK BOARD CHAIR 2.00 24.00 X X 0 12700 0 ALAN ROCK BOARD DIRECTOR 1.00 11.00 X 0 10100 0 ANTHONY SERTICH BOARD DIRECTOR 1.00 13.00 X 0 10100 0 RENEE WACHTER BOARD VICE CHAIR THRU 12/23 2.00 24.00 X X 0 8700 0 THOMAS JAMAR BOARD DIRECTOR 1.00 11.00 X 0 7200 0 TONY YUNG BOARD DIRECTOR 1.00 11.00 X 0 7200 0 AMY BERGSTROM BOARD DIRECTOR 1.00 11.00 X 0 0 0 GEORGE LOBAN BOARD DIRECTOR 1.00 11.00 X 0 0 0 HARA CHARLIER BOARD DIRECTOR THRU 12/23 1.00 11.00 X 0 0 0 SISTER BEVERLY RAWAY BOARD DIRECTOR 1.00 14.00 X 0 0 0 SISTER JEANNE ANN WEBER BOARD DIRECTOR 1.00 11.00 X 0 0 0 SISTER THERESE CARSON BOARD DIRECTOR 1.00 11.00 X 0 0 0 0 15880144 2316728 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X 0 0 0 0 0 X 0 1 X 1 0 X X 11 BRAINERD MEDICAL CENTER INC 371532148 3 1 0 0 DEER RIVER HEALTHCARE CENTER INC 410844574 3 1 0 0 ESSENTIA HEALTH MOOSE LAKE 845099016 3 1 0 0 NORTHERN PINES MEDICAL CENTER 410841441 3 1 0 0 PINE MEDICAL CENTER 411884597 3 1 0 0 POLINSKY MEDICAL REHABILITATION CENTER 410691275 3 1 0 0 SMDC MEDICAL CENTER 411878730 3 1 0 0 ST JOSEPH'S MEDICAL CENTER 410695602 3 1 0 0 ST MARY'S HOSPITAL OF SUPERIOR 411811073 3 1 0 0 ST MARY'S MEDICAL CENTER 410695604 3 1 0 0 THE DULUTH CLINIC LTD 410883623 3 1 0 0 11 0 0 1 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 1 SCHEDULE A, PART IV, SECTION A, LINE 5A: CHANGES TO SUPPORTED ORGANIZATIONS: ST. MARY'S DULUTH CLINIC HEALTH SYSTEM, DBA ESSENTIA HEALTH EAST, IS ORGANIZED AS A NONPROFIT CORPORATION EXCLUSIVELY FOR CHARITABLE, EDUCATIONAL, SCIENTIFIC AND RELIGIOUS PURPOSES, AND TO SERVE AS THE OPERATIONAL PARENT OF THE ESSENTIA HEALTH ENTITIES OPERATING WITHIN THE EAST REGION. ESSENTIA HEALTH EAST UNDERWENT AN INTERNAL REORGANIZATION DURING THE TAX YEAR THAT RESULTED IN THE FOLLOWING: (A) THE FOLLOWING ENTITIES WERE REMOVED AS SUPPORTED ORGANIZATIONS: ESSENTIA HEALTH SANDSTONE MEDICAL, LLC (EIN 47-5153885), ESSENTIA HEALTH VIRGINIA, LLC (EIN 46-0909870), AND MIDWEST MEDICAL EQUIPMENT AND SUPPLIES, INC. (EIN 41-1674021); AND (B) THE FOLLOWING ENTITIES WERE ADDED AS NEW SUPPORTED ORGANIZATIONS: BRAINERD MEDICAL CENTER, INC. (EIN 37-1532148) AND ST. JOSEPH'S MEDICAL CENTER (EIN 41-0695602). THE REORGANIZATION WAS EFFECTUATED THROUGH THE AMENDMENT OF ESSENTIA HEALTH EAST'S ARTICLES OF INCORPORATION AND BYLAWS WITH THE ACTIONS APPROVED BY ITS BOARD OF DIRECTORS AND APPROVED BY ESSENTIA HEALTH, ITS SOLE MEMBER. X X X X 0 1 0 0 0 0 0 0 0 DAVID HERMAN MD FORMER INTERIM PRESIDENT 0 1695888 0 1026207 0 323855 0 358867 0 3126 0 3407943 0 309577 BRADLEY BEARD CHIEF OPERATING OFFICER 0 623960 0 141083 0 308924 0 117040 0 42374 0 1233381 0 282744 WILLIAM HEEGAARD MD PRESIDENT THRU 4/24 0 692531 0 175228 0 11485 0 140520 0 42358 0 1062122 0 0 TRACI MORRIS TREASURER/REL ORG CHIEF FINCL OFF 0 669563 0 146723 0 83904 0 123590 0 2262 0 1026042 0 63527 DANIEL NIKCEVICH MD FORMER PRESIDENT 0 782526 0 0 0 56422 0 22699 0 37531 0 899178 0 47365 MICHAEL WATTERS SECRETARY/REL ORG CHIEF LEGAL OFF 0 489927 0 111318 0 44753 0 93066 0 39589 0 778653 0 28999 ANNE STEPHEN MD CHIEF MEDICAL OFFICER THRU 5/24 0 471933 0 107579 0 65335 0 92380 0 32304 0 769531 0 52101 RHONDA KAZIK CHIEF NURSE EXECUTIVE 0 450726 0 97962 0 6868 0 88083 0 27784 0 671423 0 0 TROY DUININCK MD BD DIRECTOR/REL ORG PHYS & DIV CHAIR 0 567968 0 0 0 1449 0 26400 0 38872 0 634689 0 0 JOSEPH MOREHOUSE MD FORMER KE/PHYSICIAN & DIVISION CHAIR 0 562694 0 0 0 2775 0 25033 0 36464 0 626966 0 0 JON PRYOR MD FORMER PRESIDENT 0 107717 0 120323 0 363315 0 7713 0 2068 0 601136 0 0 KEVIN BOREN VICE PRESIDENT, FINANCE 0 407946 0 46603 0 27818 0 64653 0 40958 0 587978 0 22151 JANICE SCHADE SENIOR VP, OPERATIONS THRU 3/24 0 364629 0 83955 0 33081 0 74695 0 29609 0 585969 0 24473 ADAM RIUTTA MD ASSOCIATE CHIEF MEDICAL OFFICER 0 502698 0 0 0 488 0 26400 0 40324 0 569910 0 0 THOMAS WITT MD FORMER PHYSICIAN LEADER 0 245033 0 92206 0 181056 0 30819 0 8401 0 557515 0 171792 KRISTA SKORUPA MD PRESIDENT 0 389189 0 78395 0 1855 0 70901 0 15301 0 555641 0 0 TAMMY KRITZER SENIOR VICE PRESIDENT, OPERATIONS 0 335917 0 75563 0 35529 0 66370 0 16029 0 529408 0 32833 ANA FERNANDEZ MD FORMER KE/PHYSICIAN & DIVISION CHAIR 0 379318 0 0 0 2559 0 26400 0 37734 0 446011 0 0 DAWN DROTAR MD FORMER KE/PHYSICIAN & DIVISION CHAIR 0 344391 0 0 0 835 0 26400 0 36987 0 408613 0 0 JANE RUDD MD FORMER KE/PHYSICIAN & DIVISION CHAIR 0 322823 0 0 0 1365 0 25200 0 39483 0 388871 0 0 TODD DEFREECE SENIOR VICE PRESIDENT, OPERATIONS 0 262044 0 28127 0 17243 0 44003 0 33654 0 385071 0 0 JAN BALDWIN MD BOARD DIRECTOR/RELATED ORG PHYSICIAN 0 312229 0 0 0 1911 0 24138 0 27677 0 365955 0 0 JOHN VIDMAR FORMER KE/VP, FACILITIES THRU 1/24 0 285550 0 21620 0 3694 0 15466 0 26948 0 353278 0 0 SARA LOKSTAD MD ASSOCIATE CHIEF MEDICAL OFFICER 0 319869 0 0 0 487 0 19234 0 1632 0 341222 0 0 CHRISTIE ERICKSON FORMER KE/MARKET LEADER - EAST 0 165190 0 0 0 21548 0 9107 0 38082 0 233927 0 0 CYNTHIA KENT FORMER SNR VP, NURSING EXCELLENCE 0 0 0 0 0 120439 0 0 0 0 0 120439 0 26801 PART I, LINE 3 ESTABLISHING CEO'S COMPENSATION: ESSENTIA HEALTH, AS A RELATED ORGANIZATION, USED THE FOLLOWING METHODS TO ESTABLISH ESSENTIA HEALTH EAST'S PRESIDENT'S COMPENSATION: A COMPENSATION COMMITTEE, INDEPENDENT COMPENSATION CONSULTANT, COMPENSATION SURVEY OR STUDY, AND APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE. PART I, LINE 4B SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN: ESSENTIA HEALTH'S NONQUALIFIED RETIREMENT PLAN IS OFFERED TO DESIGNATED ESSENTIA HEALTH EXECUTIVES. THERE IS A MINIMUM FOUR YEAR VESTING DATE, OR VESTING IS AUTOMATIC UPON REACHING RETIREMENT AGE, DEATH, DISABILITY OR INVOLUNTARY TERMINATION WITHOUT CAUSE. BENEFITS ARE SUBJECT TO INCOME TAXES UPON VESTING AND PAYABLE FROM ESSENTIA HEALTH'S GENERAL ASSETS. REPORTED AS OTHER REPORTABLE COMPENSATION IN SCHEDULE J, PART II, COLUMN B (III), THE FOLLOWING INDIVIDUALS LISTED IN FORM 990, PART VII, SECTION A, LINE 1A RECEIVED PAYMENT OF THE VESTED BENEFIT FROM THE SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN DURING THE YEAR: DAVID HERMAN, MD $309,577 BRADLEY BEARD $297,439 TRACI MORRIS $79,902 DANIEL NIKCEVICH, MD $50,786 MICHAEL WATTERS $33,314 ANNE STEPHEN, MD $54,159 JON PRYOR, MD $361,146 KEVIN BOREN $25,627 JANICE SCHADE $24,473 THOMAS WITT, MD $171,792 TAMMY KRITZER $32,833 CYNTHIA KENT $46,716 REPORTED AS RETIREMENT AND OTHER DEFERRED COMPENSATION IN SCHEDULE J, PART II, COLUMN C, ESSENTIA HEALTH MADE CONTRIBUTIONS, SUBJECT TO THE VESTING TERMS, DURING THE YEAR INTO THE SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN ON BEHALF OF THE FOLLOWING INDIVIDUALS LISTED IN FORM 990, PART VII, SECTION A, LINE 1A: DAVID HERMAN, MD $332,467 BRADLEY BEARD $90,640 WILLIAM HEEGAARD, MD $103,603 TRACI MORRIS $97,190 MICHAEL WATTERS $68,732 ANNE STEPHEN, MD $65,980 RHONDA KAZIK $61,683 KEVIN BOREN $38,253 JANICE SCHADE $48,295 THOMAS WITT, MD $6,384 KRISTA SKORUPA, MD $44,501 TAMMY KRITZER $42,418 TODD DEFREECE $44,003 FORM 990, PART VI, SECTION A, LINE 4 SIGNIFICANT CHANGES TO GOVERNING DOCUMENTS: DURING THE FISCAL YEAR ENDED JUNE 30, 2024, THE ARTICLES OF INCORPORATION OF ESSENTIA HEALTH EAST WERE AMENDED TO CLARIFY THE ORGANIZATION WILL SERVE AS THE OPERATIONAL PARENT OF THE ESSENTIA HEALTH ENTITIES OPERATING WITHIN THE EAST REGION AND TO REAFFIRM ITS SUPPORTED ORGANIZATIONS. THE BYLAWS WERE AMENDED TO MODIFY THE COMPOSITION OF THE BOARD OF DIRECTORS TO CONSIST OF NO MORE THAN FIFTEEN VOTING DIRECTORS INCLUDING UP TO THREE PHYSICIAN MEMBERS, AT LEAST TWO OF WHOM ARE ESSENTIA HEALTH EMPLOYED PHYSICIANS; THE PRIORESS OF THE BENEDICTINE SISTERS OF ST. SCHOLASTICA MONASTERY OF DULUTH (SSMD) OR HER DESIGNEE (WHO SHALL BE A BENEDICTINE SISTER OF SSMD), PLUS AT LEAST ONE BUT NOT MORE THAN TWO ADDITIONAL BENEDICTINE SISTER(S) OF SSMD; AND THE REMAINING VOTING MEMBERS BROADLY REPRESENTING ESSENTIA HEALTH EAST'S SERVICE AREA. THE BYLAWS WERE AMENDED TO MODIFY THE SECRETARY TO BE THE ESSENTIA HEALTH CHIEF LEGAL OFFICER AND THE TREASURER TO BE THE ESSENTIA HEALTH CHIEF FINANCIAL OFFICER. THE ARTICLES OF INCORPORATION AND BYLAWS WERE ALSO AMENDED TO CLARIFY AND UPDATE THE RESERVED POWERS AND RIGHTS OF ESSENTIA HEALTH AND THE BENEDICTINE SISTERS OF SSMD. FORM 990, PART VI, SECTION A, LINE 6 MEMBERS OF ORGANIZATION: ESSENTIA HEALTH IS THE SOLE MEMBER OF ESSENTIA HEALTH EAST AND MAY ELECT ONE OR MORE MEMBERS OF THE GOVERNING BODY AS DESCRIBED IN SCHEDULE O, PART VI, LINE 7A. ESSENTIA HEALTH AND THE BENEDICTINE SISTERS OF ST. SCHOLASTICA MONASTERY OF DULUTH HAVE RESERVED POWERS WITH RESPECT TO ESSENTIA HEALTH EAST AS DESCRIBED IN SCHEDULE O, PART VI, LINE 7B. FORM 990, PART VI, SECTION A, LINE 7A MEMBERS WITH RIGHT TO ELECT GOVERNING BODY: THE PRIORESS OF THE BENEDICTINE SISTERS OF ST. SCHOLASTICA MONASTERY OF DULUTH OR ITS CANONICALLY AUTHORIZED SUCCESSOR (COLLECTIVELY, "SSMD") (OR HER DESIGNEE WHO SHALL BE A BENEDICTINE SISTER OF SSMD) SHALL SERVE AS A DIRECTOR FOR SO LONG AS SHE HOLDS SUCH OFFICE (OR DESIGNATION). ESSENTIA HEALTH HAS THE POWER TO APPOINT AND REMOVE ESSENTIA HEALTH EAST'S REMAINING GOVERNING BODY. FORM 990, PART VI, SECTION A, LINE 7B MEMBERS WITH RIGHT TO APPROVE GOVERNING BODY DECISIONS: ESSENTIA HEALTH SHALL HAVE THE FOLLOWING RESERVED POWERS, FOR THE PURPOSES OF SERVING AS THE PARENT ORGANIZATION OF AN INTEGRATED HEALTH CARE NETWORK THAT INCLUDES ALL ENTITIES THAT ARE OWNED OR CONTROLLED, DIRECTLY OR INDIRECTLY, BY ESSENTIA HEALTH (COLLECTIVELY, THE "SYSTEM"): (A) STRATEGIC AND BUSINESS PLANS. AUTHORITY TO CREATE, APPROVE AND AMEND THE CORPORATION'S STRATEGIC AND BUSINESS PLANS. (B) MISSION. AUTHORITY TO CREATE, APPROVE AND AMEND THE CORPORATION'S MISSION, PURPOSE AND VISION STATEMENTS. (C) DEBT. APPROVAL OF THE INCURRENCE OF DEBT AND THE CREATION OF ALL MORTGAGES, LIENS, SECURITY INTERESTS, OR OTHER ENCUMBRANCES ON THE CORPORATION'S ASSETS IN EXCESS OF THE SINGLE OR ANNUAL AGGREGATE DOLLAR LIMITS PRESCRIBED IN WRITING BY THE MEMBER'S BOARD OF DIRECTORS, AND THE AUTHORITY TO CAUSE THE CORPORATION TO PARTICIPATE IN SYSTEM BORROWING. (D) GOVERNING INSTRUMENTS. AUTHORITY TO CAUSE, AND TO APPROVE, ALL AMENDMENTS TO THE CORPORATION'S ARTICLES OF INCORPORATION AND BYLAWS. (E) APPOINTMENT AND REMOVAL OF DIRECTORS. AUTHORITY TO APPOINT AND REMOVE ALL DIRECTORS ON THE CORPORATION'S BOARD OF DIRECTORS, WITH OR WITHOUT CAUSE. (F) MERGERS, AFFILIATIONS, AND DISSOLUTION. AUTHORITY TO CAUSE, AND TO APPROVE, ALL MERGERS, CONSOLIDATIONS, AFFILIATIONS, JOINT VENTURES, OTHER ALLIANCES WITH THIRD PARTIES, AND DISSOLUTION OF THE CORPORATION. (G) TRANSFER OF ASSETS WITHIN THE SYSTEM. AUTHORITY TO TRANSFER THE CORPORATION'S ASSETS, INCLUDING CASH, BETWEEN AND AMONG ENTITIES WITHIN THE SYSTEM; PROVIDED, HOWEVER, THAT THE MEMBER SHALL NOT HAVE AUTHORITY TO REQUIRE THE CORPORATION TO TRANSFER ASSETS THAT WOULD CAUSE IT TO BE IN DEFAULT OF ITS COVENANTS OR OBLIGATIONS UNDER ANY BOND OR OTHER FINANCING DOCUMENTS. (H) TRANSFER OF ASSETS OUTSIDE THE SYSTEM. AUTHORITY TO CAUSE, AND TO APPROVE, THE SALE, LEASE OR OTHER TRANSFER OF THE CORPORATION'S ASSETS TO PARTIES OUTSIDE OF THE SYSTEM WHEN THE ASSETS' VALUE EXCEEDS THE SINGLE OR AGGREGATE LIMITS PRESCRIBED IN WRITING BY THE MEMBER'S BOARD OF DIRECTORS. (I) SERVICES. AUTHORITY TO CAUSE, AND TO APPROVE, THE OFFERING OR DISCONTINUANCE OF SERVICES AND SERVICE LOCATIONS BY THE CORPORATION. (J) BUDGETS. APPROVAL OF THE CORPORATION'S CAPITAL AND OPERATING BUDGETS. (K) PROFESSIONAL SERVICES. SELECTION OF THE CORPORATION'S GENERAL LEGAL COUNSEL AND EXTERNAL AUDITORS. (L) CORPORATE ACQUISITIONS. AUTHORITY TO CAUSE, AND TO APPROVE, ALL CORPORATE ACQUISITIONS BY THE CORPORATION. (M) MARKETING. THE CORPORATION'S PARTICIPATION IN SYSTEM-WIDE MARKETING AND PROMOTIONAL ACTIVITIES. (N) COMPLIANCE PLANS. AUTHORITY TO CREATE, APPROVE AND AMEND THE CORPORATION'S COMPLIANCE, SAFETY AND RISK MANAGEMENT PLANS. (O) QUALITY PLAN. AUTHORITY TO CREATE, APPROVE AND AMEND THE CORPORATION'S QUALITY PLAN. (P) NON-BUDGETED PURCHASES. APPROVAL OF NON-BUDGETED CAPITAL PURCHASES AND LEASES IN EXCESS OF THE SINGLE OR ANNUAL AGGREGATE DOLLAR LIMITS PRESCRIBED IN WRITING BY THE MEMBER'S BOARD OF DIRECTORS. (Q) HUMAN RESOURCES. AUTHORITY TO CREATE, APPROVE AND AMEND THE CORPORATION'S HUMAN RESOURCE POLICIES AND PROCEDURES. (R) SYSTEM COMPENSATION. AUTHORITY, ON BEHALF OF THE CORPORATION, TO DEVELOP AND IMPLEMENT COMPENSATION STRATEGIES, POLICIES AND PROCEDURES ON A SYSTEM-WIDE BASIS. THE BENEDICTINE SISTERS OF ST. SCHOLASTICA MONASTERY OF DULUTH OR ITS CANONICALLY AUTHORIZED SUCCESSOR (COLLECTIVELY, "SSMD") HOLD CERTAIN RESERVED POWERS OVER ESSENTIA HEALTH EAST. SSMD HAS THE RESERVED POWER TO APPROVE ANY AMENDMENTS TO ESSENTIA HEALTH EAST'S GOVERNING DOCUMENTS THAT WOULD ALTER THE NUMBER OF SSMD REPRESENTATIVES SERVING ON THE BOARD. FORM 990, PART VI, SECTION B, LINE 11B FORM 990 REVIEW PROCESS: THE 2023 FORM 990, INCLUDING ALL SCHEDULES, WAS REVIEWED BY MANAGEMENT AND THE GOVERNING BODY PRIOR TO FILING WITH THE INTERNAL REVENUE SERVICE. THE FINANCE LEADER REVIEWED THE FORM AND SCHEDULES AND ANY QUESTIONS WERE DISCUSSED. EACH CURRENT DIRECTOR OF THE GOVERNING BODY RECEIVED A FINAL COPY OF THE 2023 FORM 990. FORM 990, PART VI, SECTION B, LINE 12C MONITORING AND ENFORCING CONFLICT OF INTEREST POLICY: ESSENTIA HEALTH'S COMPREHENSIVE CONFLICT OF INTEREST PROGRAM PREVENTS, DETECTS, AND RESOLVES ACTUAL CONFLICTS OF INTERESTS OR THE ACTUAL OR POTENTIAL APPEARANCE OF SUCH. FIDUCIARIES, DEFINED AS AN ESSENTIA HEALTH BOARD MEMBER/TRUSTEE, OFFICER, BOARD COMMITTEE MEMBER, SENIOR MANAGEMENT EMPLOYEE, OR ANY OTHERS CONSIDERED TO BE IN A POSITION OF INFLUENCE, ARE COVERED UNDER ESSENTIA HEALTH'S CONFLICT OF INTEREST PROGRAM. UPON INITIAL APPOINTMENT, EACH FIDUCIARY MUST COMPLETE AN INITIAL CONFLICT OF INTEREST STATEMENT AND DISCLOSURE QUESTIONNAIRE. AT THE CONCLUSION OF EACH CALENDAR YEAR, EACH FIDUCIARY MUST COMPLETE AN ANNUAL CONFLICT OF INTEREST STATEMENT AND DISCLOSURE QUESTIONNAIRE. AS NEEDED, A FIDUCIARY WILL UPDATE THEIR MOST RECENTLY COMPLETED QUESTIONNAIRE EACH TIME THE FIDUCIARY BECOMES AWARE OF A FINANCIAL INTEREST, A POTENTIAL CONFLICT, OR CHANGE TO ANY INFORMATION THAT THE FIDUCIARY PREVIOUSLY REPORTED. ESSENTIA HEALTH'S CHIEF COMPLIANCE OFFICER WILL COLLECT THE QUESTIONNAIRES AND EVALUATE THE DISCLOSURES. IF A FIDUCIARY HAS A POTENTIAL CONFLICT OF INTEREST, THE CHIEF COMPLIANCE OFFICER OR THEIR DESIGNEE MAY REQUEST ADDITIONAL INFORMATION FROM THE FIDUCIARY, THE MANAGEMENT TEAM, AND OTHERS. DURING THE EVALUATION PROCESS, THE CHIEF COMPLIANCE OFFICER MAY ALSO CONSULT WITH ESSENTIA HEALTH'S BOARD AND AUDIT COMMITTEE CHAIRS, SENIOR MANAGEMENT, LEGAL DEPARTMENT, OR APPROPRIATE REPRESENTATIVES FROM ESSENTIA HEALTH. THE CHIEF COMPLIANCE OFFICER REPORTS TO THE ESSENTIA HEALTH AUDIT COMMITTEE AND THE ESSENTIA HEALTH BOARD OF DIRECTORS ANY ACTUAL OR POTENTIAL CONFLICTS OF INTEREST DISCLOSED BY THE FIDUCIARY, ALONG WITH RECOMMENDED ACTIONS. THE ESSENTIA HEALTH BOARD OF DIRECTORS (OR DESIGNEE) WILL THEN DETERMINE WHETHER TO APPROVE THE SITUATION OR TO IMPLEMENT SPECIAL CONTROLS TO MANAGE THE POTENTIAL CONFLICT OF INTEREST. THE CHIEF COMPLIANCE OFFICER WILL THEN OFFICIALLY NOTIFY THE FIDUCIARY IN WRITING OF THE BOARD'S DECISION. THE DECISION OF WHETHER OR NOT THE DISCLOSURE CONSTITUTES A CONFLICT WILL BE AT THE ESSENTIA HEALTH BOARD OF DIRECTOR'S (OR DESIGNEE) SOLE DISCRETION, AND ITS CONCERN MUST BE THE WELFARE OF ESSENTIA HEALTH AND ITS AFFILIATE(S) AND THE ADVANCEMENT OF ITS PURPOSES. WHEN THE ESSENTIA HEALTH BOARD OF DIRECTORS (OR DESIGNEE) CONSIDERS A FIDUCIARY'S DISCLOSURE AS A CONFLICT OF INTEREST, SPECIAL CONTROLS WILL BE IDENTIFIED TO MANAGE, ELIMINATE OR REDUCE THE LIKELIHOOD AND/OR APPEARANCE OF A CONFLICT ARISING. CONTROLS MAY INCLUDE, BUT ARE NOT LIMITED TO: A. IF THE CONFLICT INVOLVES AN ON-GOING MATTER OR RELATIONSHIP, THE FIDUCIARY MUST NOT PARTICIPATE IN BOARD, BOARD COMMITTEE, OR MANAGEMENT DISCUSSIONS RELATED TO THE CONFLICT AND MUST RECUSE THEMSELVES AND, IF APPROPRIATE, WITHDRAW FROM ANY BOARD MEETING OR PORTION THEREOF WHERE THE MATTER IS BEING DISCUSSED AND DURING THE VOTE ON THE POTENTIAL CONFLICT OF INTEREST. THE FIDUCIARY MAY ANSWER QUESTIONS AT THE BOARD'S OR THE BOARD COMMITTEE'S REQUEST. B. IF THE CONFLICT INVOLVES A SPECIFIC TRANSACTION OR DECISION, THE FIDUCIARY WILL FULLY DISCLOSE THEIR INTEREST AND ALL RELATED MATERIAL FACTS. THE BOARD OR COMMITTEE OF THE BOARD WILL DETERMINE WHETHER THE CONTEMPLATED TRANSACTION MAY BE AUTHORIZED AS JUST, FAIR, AND REASONABLE TO ESSENTIA HEALTH OR ITS AFFILIATE(S). IF THE BOARD DETERMINES A CONFLICT DOES NOT EXIST, THE FIDUCIARY MAY PROCEED WITH THE TRANSACTION; HOWEVER, THEY WILL NOT BE ELIGIBLE TO VOTE ON RELATED ISSUES SHOULD THEY ARISE. IF THE BOARD DETERMINES A CONFLICT DOES EXIST, THE FIDUCIARY WILL BE NOTIFIED OF THE DECISION REGARDING WHETHER THE CONTEMPLATED TRANSACTION WILL BE AUTHORIZED AS JUST, FAIR, AND REASONABLE. FORM 990, PART VI, SECTION B, LINE 15 PROCESS FOR DETERMINING COMPENSATION: THE INDEPENDENT EXECUTIVE COMPENSATION COMMITTEE OF ESSENTIA HEALTH'S BOARD OF DIRECTORS IS AUTHORIZED TO FULFILL THE BOARD'S RESPONSIBILITIES REGARDING EXECUTIVE COMPENSATION CONSISTENT WITH ESSENTIA'S MISSION, VALUES AND TAX-EXEMPT STATUS, AND THE EXECUTIVE COMPENSATION COMMITTEE'S CHARTER. THE EXECUTIVE COMPENSATION COMMITTEE MEETS AT LEAST TWICE ANNUALLY TO CARRY OUT ITS RESPONSIBILITIES, WHICH INCLUDE, BUT ARE NOT LIMITED TO, ESTABLISHING, REVIEWING AND MODIFYING, AS APPROPRIATE, REASONABLE COMPENSATION AND BENEFITS FOR DESIGNATED ESSENTIA EXECUTIVES WHO ARE OFFICERS OR KEY EMPLOYEES OF ESSENTIA OR ANY OF ITS AFFILIATES WHICH MAY BE PAID BY RELATED ORGANIZATIONS. THE EXECUTIVE COMPENSATION COMMITTEE ENGAGES QUALIFIED INDEPENDENT COMPENSATION ADVISORS TO PROVIDE OBJECTIVE AND IMPARTIAL COMPARATIVE DATA AND TO EXPRESS OPINIONS ON TOTAL COMPENSATION REASONABLENESS. THE EXECUTIVE COMPENSATION COMMITTEE MAY REQUEST ITS INDEPENDENT ADVISORS TO: MONITOR COMPARABILITY DATA AND MARKETPLACE TRENDS; MAKE APPROPRIATE RECOMMENDATIONS REGARDING SALARY RANGES; AND PERIODICALLY REVIEW THE MARKET COMPETITIVENESS OF ESSENTIA EXECUTIVE COMPENSATION PACKAGES. PRIOR TO ESTABLISHING OR ADJUSTING EXECUTIVE COMPENSATION, THE EXECUTIVE COMPENSATION COMMITTEE WILL OBTAIN AND RELY UPON APPROPRIATE DATA AS TO COMPARABILITY OF THE PROPOSED COMPENSATION OR ADJUSTMENTS. THE EXECUTIVE COMPENSATION COMMITTEE WILL ADEQUATELY DOCUMENT THE BASIS FOR ITS DETERMINATION CONCURRENTLY WITH MAKING THOSE DETERMINATIONS. THE EXECUTIVE COMPENSATION COMMITTEE MINUTES WILL INCLUDE: THE TERMS OF THE APPROVED COMPENSATION AND THE DATE APPROVED; THE EXECUTIVE COMPENSATION COMMITTEE MEMBERS PRESENT DURING THE REVIEW, DISCUSSION AND APPROVAL OF THE PROPOSED COMPENSATION AND THOSE WHO VOTED ON THE PROPOSED COMPENSATION; IDENTIFICATION OF THE COMPARABILITY DATA OBTAINED AND RELIED UPON BY THE EXECUTIVE COMPENSATION COMMITTEE AND HOW THE DATA WAS OBTAINED; ANY ACTIONS BY A MEMBER OF THE EXECUTIVE COMPENSATION COMMITTEE HAVING A CONFLICT OF INTEREST; AND DOCUMENTATION OF THE BASIS FOR THE DETERMINATION. THIS PROCESS WAS LAST UNDERTAKEN IN 2024 FOR ESSENTIA HEALTH EAST'S CHIEF OPERATING OFFICER, CHIEF MEDICAL OFFICER, CHIEF NURSE EXECUTIVE, PRESIDENT, AND SENIOR VICE PRESIDENTS OF OPERATIONS, AND IN 2023 FOR ITS VICE PRESIDENT OF FINANCE. THE ESSENTIA HEALTH PHYSICIAN AND PROVIDER COMPENSATION COMMITTEE HAS AN ANNUAL COMPENSATION PROCESS THAT INCLUDES A REVIEW AND RECOMMENDATION OF THE UPCOMING FISCAL YEAR'S PHYSICIAN AND PROVIDER COMPENSATION PLAN RATES AND THE COMPENSATION PLAN METHODOLOGY. COMPENSATION RATES FOR THE ESSENTIA HEALTH PHYSICIAN LEADERSHIP ARE RECOMMENDED BY THE ESSENTIA HEALTH SYSTEM EXECUTIVE LEADERSHIP TEAM BASED ON ITS REVIEW OF MARKET SURVEYS, REGIONAL COMPETITIVE FACTORS, AND THE ANNUAL BUDGET PROCESS. THE COMPENSATION OF ESSENTIA HEALTH PHYSICIAN, PROVIDER AND PHYSICIAN LEADERSHIP, INCLUDING APPOINTED CHIEF AND CHAIR POSITIONS, IS REVIEWED AND APPROVED BY THE ESSENTIA HEALTH BOARD OF DIRECTORS. THIS PROCESS WAS LAST UNDERTAKEN IN 2024 FOR ESSENTIA HEALTH EAST'S ASSOCIATE CHIEF MEDICAL OFFICERS. FORM 990, PART VI, SECTION C, LINE 19 AVAILABILITY OF GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, & FINANCIAL STATEMENTS TO THE PUBLIC: GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE MADE AVAILABLE TO THE PUBLIC UPON REQUEST FOR THE SAME PERIOD OF DISCLOSURE AS SET FORTH IN SECTION 6104(D). BRAINERD LAKES INTEGRATED HEALTH SYSTEM 2024 S 6TH ST BRAINERD MN 56401 371532145 SUPPORTING ORG MN 501(C)(3) LINE 12B, II ESSENTIA HEALTH 1 BRAINERD MEDICAL CENTER INC 2024 S 6TH ST BRAINERD MN 56401 371532148 CLINIC MN 501(C)(3) LINE 3 ESSENTIA HEALTH 1 BRIDGES MEDICAL CENTER 201 9TH ST W ADA MN 56510 200479568 HOSPITAL/CLINIC MN 501(C)(3) LINE 3 ESSENTIA HEALTH 1 DEER RIVER HEALTHCARE CENTER INC 115 10TH AVE NE DEER RIVER MN 56636 410844574 HOSPITAL/CLINIC/SKILLED NURSING FACILITY MN 501(C)(3) LINE 3 ST MARY'S DULUTH CLINIC HEALTH SYSTEM 1 ESSENTIA HEALTH 502 E 2ND ST DULUTH MN 55805 200360007 SUPPORTING ORG MN 501(C)(3) LINE 12C, III-FI N/A 0 ESSENTIA HEALTH FOUNDATION 502 E 2ND ST DULUTH MN 55805 271984704 FOUNDATION MN 501(C)(3) LINE 7 ESSENTIA HEALTH 1 ESSENTIA HEALTH MOOSE LAKE 4572 COUNTY ROAD 61 MOOSE LAKE MN 55767 845099016 HOSPITAL/CLINIC MN 501(C)(3) LINE 3 ESSENTIA HEALTH 1 ESSENTIA HEALTH SURGERY CENTERS 502 E 2ND ST DULUTH MN 55805 881577422 SURGERY CENTER MN 501(C)(3) LINE 3 ESSENTIA HEALTH 1 ESSENTIA INSTITUTE OF RURAL HEALTH 502 E 2ND ST DULUTH MN 55805 271291124 RESEARCH MN 501(C)(3) LINE 4 THE DULUTH CLINIC LTD 1 FIRST CARE MEDICAL SERVICES 900 HILLIGOSS BLVD SE FOSSTON MN 56542 410706143 HOSPITAL/CLINIC/SKILLED NURSING FACILITY MN 501(C)(3) LINE 3 INNOVIS HEALTH LLC 1 GRACEVILLE HEALTH CENTER 115 WEST 2ND ST GRACEVILLE MN 56240 410726173 HOSPITAL/CLINIC/SKILLED NURSING FACILITY MN 501(C)(3) LINE 3 ESSENTIA HEALTH 1 INNOVIS HEALTH LLC 3000 32ND AVE S FARGO ND 58103 261175213 HOSPITAL/CLINIC DE 501(C)(3) LINE 3 ESSENTIA HEALTH 1 MIDWEST MEDICAL EQUIPMENT AND SUPPLIES INC 502 E 2ND ST DULUTH MN 55805 411674021 MEDICAL EQUIPMENT MN 501(C)(3) LINE 10 ST MARY'S MEDICAL CENTER 1 NORTHERN PINES MEDICAL CENTER 5211 HWY 110 AURORA MN 55705 410841441 HOSPITAL/CLINIC/SKILLED NURSING FACILITY MN 501(C)(3) LINE 3 ESSENTIA HEALTH 1 PINE MEDICAL CENTER 705 LUNDORFF DR S SANDSTONE MN 55072 411884597 HOSPITAL MN 501(C)(3) LINE 3 ESSENTIA HEALTH 1 POLINSKY MEDICAL REHABILITATION CENTER 530 E 2ND ST DULUTH MN 55805 410691275 REHABILITATION SERVICES MN 501(C)(3) LINE 3 ESSENTIA HEALTH 1 SMDC MEDICAL CENTER 502 E 2ND ST DULUTH MN 55805 411878730 HOSPITAL/CLINIC MN 501(C)(3) LINE 3 ESSENTIA HEALTH 1 ST JOSEPH'S MEDICAL CENTER 523 N 3RD ST BRAINERD MN 56401 410695602 HOSPITAL/CLINIC MN 501(C)(3) LINE 3 ESSENTIA HEALTH 1 ST MARY'S EMS 1027 WASHINGTON AVE DETROIT LAKES MN 56501 411805811 EMERGENCY SERVICES MN 501(C)(3) LINE 10 ESSENTIA HEALTH 1 ST MARY'S HOSPITAL OF SUPERIOR 3500 TOWER AVE SUPERIOR WI 54880 411811073 HOSPITAL/CLINIC MN 501(C)(3) LINE 3 ESSENTIA HEALTH 1 ST MARY'S INNOVIS HEALTH 1027 WASHINGTON AVE DETROIT LAKES MN 56501 262861321 PHARMACY MN 501(C)(3) LINE 3 ESSENTIA HEALTH 1 ST MARY'S MEDICAL CENTER 402 E 2ND ST DULUTH MN 55805 410695604 HOSPITAL MN 501(C)(3) LINE 3 ESSENTIA HEALTH 1 ST MARY'S REGIONAL HEALTH CENTER 1027 WASHINGTON AVE DETROIT LAKES MN 56501 411620386 HOSPITAL/CLINIC/SKILLED NURSING FACILITY MN 501(C)(3) LINE 3 ESSENTIA HEALTH 1 THE DULUTH CLINIC LTD 400 E 3RD ST DULUTH MN 55805 410883623 CLINIC DE 501(C)(3) LINE 3 ESSENTIA HEALTH 1 ESSENTIA HEALTH INSURANCE SERVICES SPC LTD PO BOX 1159 GRAND CAYMAN CJ K71-1102 000000000 SELF INSURANCE CJ N/A C 1 MID DAKOTA CLINIC INC 502 E 2ND ST DULUTH MN 55805 450311334 CLINIC OPERATIONS CEASED 9/30/22 ND N/A C 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 SCHEDULE R, PART II, COLUMN (A): THE FOLLOWING ESSENTIA HEALTH ENTITIES HAVE A DOING BUSINESS AS NAME: LEGAL NAME; DOING BUSINESS AS NAME BRAINERD MEDICAL CENTER, INC.; ESSENTIA HEALTH BRAINERD SPECIALTY CLINIC BRIDGES MEDICAL CENTER; ESSENTIA HEALTH ADA DEER RIVER HEALTHCARE CENTER, INC.; ESSENTIA HEALTH DEER RIVER FIRST CARE MEDICAL SERVICES; ESSENTIA HEALTH FOSSTON GRACEVILLE HEALTH CENTER; ESSENTIA HEALTH HOLY TRINITY HOSPITAL INNOVIS HEALTH, LLC; ESSENTIA HEALTH WEST MIDWEST MEDICAL EQUIPMENT AND SUPPLIES, INC.; ESSENTIA HEALTH MEDICAL EQUIPMENT & SUPPLIES NORTHERN PINES MEDICAL CENTER; ESSENTIA HEALTH NORTHERN PINES PINE MEDICAL CENTER; ESSENTIA HEALTH SANDSTONE POLINSKY MEDICAL REHABILITATION CENTER; ESSENTIA HEALTH POLINSKY MEDICAL REHABILITATION CENTER SMDC MEDICAL CENTER; ESSENTIA HEALTH DULUTH ST. JOSEPH'S MEDICAL CENTER; ESSENTIA HEALTH ST. JOSEPH'S MEDICAL CENTER ST. MARY'S DULUTH CLINIC HEALTH SYSTEM; ESSENTIA HEALTH EAST ST. MARY'S EMS; ESSENTIA HEALTH EMS ST. MARY'S HOSPITAL OF SUPERIOR; ESSENTIA HEALTH ST. MARY'S HOSPITAL-SUPERIOR ST. MARY'S MEDICAL CENTER; ESSENTIA HEALTH ST. MARY'S MEDICAL CENTER ST. MARY'S REGIONAL HEALTH CENTER; ESSENTIA HEALTH ST. MARY'S-DETROIT LAKES