2025-05-14T12:53:46+00:00 2024-06-30 861065772 Deloitte Tax LLP 50 S 6th St Suite 2800 Minneapolis MN 554021844 990 2023-07-01 363193787 Rush Copley Medical Center RUSH 6309786200 2000 Ogden Avenue Aurora IL 605044206 JOHN DIEDERICH PRESIDENT & CEO 6309784941 2025-05-14 true Anna Kolakaluri P01275237 6123974000 2025-05-14 2023 2025-03-06 01:10:19Z John Diederich 2000 Ogden Avenue Aurora IL 605044206 0 false X WWW.RUSHCOPLEY.COM X 1998 IL To improve the health of the individuals and diverse communities we serve through the integration of outstanding patient care, education, research and community partnerships. 18 15 0 15 0 0 0 0 0 0 0 0 0 0 0 0 0 -1062043 9319 -1062043 9319 1062043 -9319 56529947 66501967 58010550 67991889 -1480603 -1489922 To improve the health of the individuals and diverse communities we serve through the integration of outstanding patient care, education, research and community partnerships. false false RUSH COPLEY MEDICAL CENTER ("RCMC") IS THE SOLE CORPORATE MEMBER OF COPLEY MEMORIAL HOSPITAL, INC. ("CMH"), RUSH COPLEY MEDICAL GROUP, NFP ("RCMG"), COPLEY VENTURES, INC. ("CV"), AND RUSH COPLEY FOUNDATION ("RCF"). RCMC IS AFFILIATED WITH RUSH UNIVERSITY MEDICAL CENTER ("RUMC"), AN ACADEMIC MEDICAL CENTER IN CHICAGO, ILLINOIS, FOR THE PURPOSE OF CREATING A REGIONAL DELIVERY SYSTEM TO IMPROVE THE MEDICAL, CAPITAL, AND MANAGEMENT RESOURCES AVAILABLE TO CMH AND RCMC IN THEIR MARKET AREAS. RCMC SERVES AS A PARENT SUPPORTING ORGANIZATION FOR OTHER ORGANIZATIONS IN THE HEALTH SYSTEM, HELPING TO FACILITATE THE PROVISION OF HEALTHCARE TO THE COMMUNITY. THE PURPOSES FOR WHICH RCMC IS ORGANIZED ARE: 1. TO ESTABLISH, ACQUIRE, SUPPORT, ERECT, MAINTAIN, CONTROL, OWN AND EQUIP HEALTHCARE PROVIDERS AND INSTITUTIONS, INCLUDING, WITHOUT LIMITING THE FOREGOING, HOSPITALS, NURSING HOMES, SKILLED NURSING FACILITIES, INTERMEDIATE CARE FACILITIES AND AMBULATORY CARE CENTERS; TO CONDUCT, SPONSOR, SUPPORT, PROMOTE, DEVELOP, OWN AND OPERATE CHARITABLE, EDUCATIONAL, SCIENTIFIC AND SCHOLASTIC PROGRAMS AND ACTIVITIES; AND OTHER ACTIVITIES AND PROGRAMS ANCILLARY TO AND IN SUPPORT OF THE FOREGOING; 2. TO FOSTER, PROMOTE, SUPPORT, DEVELOP, ENCOURAGE, MAINTAIN, RECEIVE AND ACCEPT FUNDS, GIFTS, AND CONTRIBUTIONS FOR AND ON BEHALF OF SUCH ACTIVITIES; 3. TO ESTABLISH, CONDUCT, SPONSOR, ACQUIRE, OWN, MAINTAIN AND OPERATE SUCH OTHER ENTITIES AND ACTIVITIES WHICH, IN THE OPINION OF THE BOARD OF DIRECTORS AND AT ITS DISCRETION, WILL SUPPORT THE FOREGOING; 4. EXCLUSIVELY FOR THE BENEFIT OF AND TO CARRY OUT SOME OR ALL OF THE PURPOSES OF ORGANIZATIONS DESCRIBED IN EITHER SECTION 509(A)(1) OR 509(A)(2) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY SUBSEQUENT LAW OF THE UNITED STATES. IN NO INSTANCE, HOWEVER, WILL RCMC ENGAGE IN THE PRACTICE OF MEDICINE, PSYCHIATRY OR PSYCHOLOGY. 0 true false false false false false false false false false false false true true false 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 false false false true 0 0 0 false false false false false false false false false false false false X 18 15 true true true false true true true true true false false true true true true true true false false true true IL X JOHN DIEDERICH 6309784941 2000 OGDEN AVENUE AURORA IL 605044206 Bruce W Dienst IMMDIATE PAST CHAIRMAN OF THE BOARD/DIRECTOR 1.0 3.0 X X 0 0 0 Christine Sobek CHAIRMAN OF THE BOARD/DIRECTOR 1.0 3.0 X X 0 0 0 John Diederich MA MBA FACHE President & CEO/Director 1.0 43.0 X X 0 1397127 44392 Trish Anen VICE CHAIRMAN OF THE BOARD/DIRECTOR 1.0 2.0 X X 0 0 0 Andrew VanEekeren END 923 DIRECTOR 1.0 2.0 X 0 0 0 Catherine Cederoth DIRECTOR 1.0 3.0 X 0 0 0 Dave Mead DIRECTOR 1.0 2.0 X 0 0 0 Herbert Knight END 923 DIRECTOR 1.0 2.0 X 0 0 0 Jae B Joo MD CHIEF OF STAFF/DIRECTOR 1.0 41.0 X 0 642568 41864 James Baka DIRECTOR 1.0 2.0 X 0 0 0 Kalpesh Patel MD VICE CHIEF OF STAFF/DIRECTOR 1.0 2.0 X 0 0 0 Luis Perez END 923 DIRECTOR 1.0 2.0 X 0 0 0 Mark C Metzger DIRECTOR 1.0 2.0 X 0 0 0 Maryanne Locklin END 923 DIRECTOR 1.0 2.0 X 0 0 0 Maureen Strobl DIRECTOR 1.0 2.0 X 0 0 0 Michael Smith START 1023 DIRECTOR 1.0 2.0 X 0 0 0 Patrick Carmody DIRECTOR 1.0 2.0 X 0 0 0 Richard Edelman DIRECTOR 1.0 2.0 X 0 0 0 Ronald Hem DIRECTOR 1.0 2.0 X 0 0 0 Santosh Gill MD DIRECTOR 1.0 2.0 X 0 0 0 Susana Rivera-Mills PhD START 1023 DIRECTOR 1.0 2.0 X 0 0 0 Syed Zaidi MD IMMEDIATE PAST CHIEF OF STAFF/DIRECTOR 1.0 41.0 X 0 797922 26550 Brenda Van Wyhe SR. VP FINANCE & CFO/TREASURER 1.0 42.0 X 0 1430687 34143 Ryan Asmus END 0224 VP GENERAL COUNSEL/SECRETARY 1.0 42.0 X 0 430209 544433 0 4698513 691382 0 false true false 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 9319 9319 0 0 0 0 0 0 0 0 9319 0 9319 0 0 0 0 0 0 0 0 0 0 0 56529947 66501967 56529947 66501967 70800 0 0 0 57939750 67991889 58010550 67991889 -1480603 -1489922 -1480603 -1489922 56529947 66501967 -9319 0 X false true X true false X X 3 COPLEY MEMORIAL HOSPITAL INC 362170840 3 true 0 0 COPLEY VENTURES INC 363370216 3 true 0 0 RUSH COPLEY FOUNDATION 363093877 7 true 0 0 3 0 0 true false false false false false false false false false false false false false false true Schedule A, Part I, Line 12g PART I, LINE 12G RUSH COPLEY MEDICAL CENTER ("RCMC") SERVES AS A SUPPORTING ORGANIZATION, ORGANIZED AND OPERATED FOR THE BENEFIT OF ITS SUPPORTED ORGANIZATIONS, COPLEY MEMORIAL HOSPITAL, COPLEY VENTURES, AND RUSH COPLEY FOUNDATION. ALL EXPENSES INCURRED BY RCMC ARE FOR THE DIRECT BENEFIT AND SUPPORT OF ITS SUPPORTED ORGANIZATIONS. DUE FROM AFFILIATES 66501967 66501967 DUE TO AFFILIATES 67991889 67991889 true true false false false false false false false John Diederich MA MBA FACHE President & CEO/Director 0 750625 0 179821 0 466681 0 11250 0 33142 0 1441519 0 0 Jae B Joo MD CHIEF OF STAFF/DIRECTOR 0 533929 0 105704 0 2935 0 11250 0 30614 0 684432 0 0 Syed Zaidi MD IMMEDIATE PAST CHIEF OF STAFF/DIRECTOR 0 583609 0 202409 0 11904 0 8250 0 18300 0 824472 0 0 Ryan Asmus END 0224 VP GENERAL COUNSEL/SECRETARY 0 355696 0 69012 0 5501 0 544433 0 0 0 974642 0 0 Brenda Van Wyhe SR. VP FINANCE & CFO/TREASURER 0 462292 0 105005 0 863390 0 11250 0 22893 0 1464830 0 167602 Schedule J, Part I, Line 3 Arrangement used to establish the top management official's compensation THE FOLLOWING METHODS ARE USED BY COPLEY MEMORIAL HOSPITAL, INC., A RELATED ORGANIZATION OF RUSH COPLEY MEDICAL CENTER, TO ESTABLISH THE COMPENSATION OF THE ORGANIZATION'S CEO: - COMPENSATION COMMITTEE - INDEPENDENT COMPENSATION CONSULTANT - FORM 990 OF OTHER ORGANIZATIONS - COMPENSATION SURVEY OR STUDY - APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE Schedule J, Part I, Line 4a Severance or change-of-control payment RYAN ASMUS, VP GENERAL COUNSEL, TERMED 2/24, SIGNED A $544,433 SEVERANCE AGREEMENT IN 2024 PAYABLE IN 2024/2025. Schedule J, Part I, Line 4b Supplemental nonqualified retirement plan CMH OFFERS A SUPPLEMENTAL RETIREMENT PLAN TO CERTAIN EMPLOYEES WHO PARTICIPATE IN THE EXECUTIVE BENEFITS PROGRAM. THERE IS NO CONSTRUCTIVE RECEIPT OF THESE AMOUNTS BY THE INDIVIDUALS UNTIL THEY ARE PAID OUT AS THEY ARE SUBJECT TO A SUBSTANDTIAL RISK OF FORFEITURE UNTIL INDIVIDUALS MEET THE REQUIRED VESTING PERIOD. ONCE VESTED, PAYOUTS WOULD BE INCLUDED AS REPOSTABLE COMPENSATION ON THE RECIPIENTS ANNUAL FORM W-2. THE AMOUNTS PAID OUT OF THIS PLAN IN 2023 WERE AS FOLLOWS: BRENDA VAN WYHE - $853,818, JOHN DIEDERICH - $461,317 Form 990, Part VI, Line 15 PART VI, LINE 15 THE CEO/VPS OF THE ORGANIZATION AND KEY SENIOR MANAGEMENT ARE COMPENSATED BY CMH. CMH FOLLOWS A COMPENSATION APPROVAL PROCEDURE ANNUALLY THAT INVOLVES APPROVAL OF PROPOSED AND FINAL COMPENSATION ARRANGEMENTS BY ITS COMPENSATION COMMITTEE AND FULL BOARD OF DIRECTORS USING COMPARABILITY DATA, AS WELL AS CONTEMPORANEOUS DOCUMENTATION OF COMPENSATION DECISIONS IN MINUTES. Form 990, Part VI, Line 2 Family/business relationships amongst interested persons MANY OF THE PERSONS LISTED IN PART VII HAVE A "BUSINESS RELATIONSHIP" WITH EACH OTHER BY VIRTUE OF SITTING ON RELATED RUSH COPLEY MEDICAL CENTER ENTITY BOARDS. - Business relationship Form 990, Part VI, Line 3 Delegation of management duties RESERVED POWERS OVER CERTAIN MANAGEMENT DUTIES HAVE BEEN DELEGATED TO RUSH UNIVERSITY SYSTEM FOR HEALTH ("RSH") AS THE PARENT ENTITY FOR THE RUSH SYSTEM. THESE DUTIES INCLUDE APPROVING VARIOUS RCMC ACTIONS, INCLUDING RCMC'S OPERATING BUDGET AND CERTAIN TRANSACTIONS, APPOINTMENT OF CERTAIN RCMC EXECUTIVES, APPOINTMENT OF RCMC'S BOARD MEMBERS, ETC. Form 990, Part VI, Line 4 Significant changes to organizational documents The Rush Copley Medical Center Board of Directors (the "RCMC Board") approved changes to the Bylaws that will work to align the RCMC Board with best practices for governance, increase efficiencies, and streamline procedures. The over-arching goal is to empower the Rush University System for Health Board of Directors (the "System Board") and Subsidiary Boards for success as they continue to evolve to a more integrated Rush University System for Health. Executive Summary of Proposed RCMC Board Governance Changes 1. Section 2.2 itemizes the Reserved Powers of the RUSH System Board; 2. Sections 2.3(F) and 2.3(G) create the System Trustees, System Board Committees, and RUSH Councils; 3. Section 3.1 itemizes the General Powers of the RCMC Board; 4. Section 3.2 details the RCMC Board composition (Class A, B and C members) and terms (staggered terms of 1-3 years; maximum 3 consecutive terms before a mandatory 1-year stand-down period);1 5. Section 3.2(B)(3) defines the terms for Chairperson and Vice-Chairperson; 6. Section 3.14 provides for three (3) RCMC Directors to serve on the System Board during the first four (4) years; after 4 years, the System Board becomes self-perpetuating meaning there is no guarantee RCMC will always have 3 RCMC Directors on the System Board; 7. Section 3.15 establishes the RCMC Board Committee structure and terms; creates the Executive Committee, the only RCMC standing committee; 8. Section 4.1 details the duties and terms of the Officers of the RCMC Board; and 9. Section 4.2 details the duties of the Officers of the Corporation, including the RCMC CEO and their relationship to the System CEO. Form 990, Part VI, Line 6 Classes of members or stockholders RUSH UNIVERSITY SYSTEM FOR HEALTH ("RUSH") IS THE SOLE CORPORATE MEMBER OF RUSH COPLEY MEDICAL CENTER ("RCMC"). Form 990, Part VI, Line 7a Members or stockholders electing members of governing body The RCMC Board shall consist of not less than fifteen (15) nor more than twenty (20) voting RCMC Directors, selected from among the System Trustees, as determined from time to time, by majority vote of the RCMC Board, subject to approval by the System Board. The Corporation's Chief Executive Officer shall serve as an adviser to the RCMC Board. Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders The following rights and powers are reserved to the Member (collectively, the "Reserved Powers"), which shall be effectuated through the action of the Member's board of directors ("System Board") on its own action or through its committees as set forth in the Member's amended and restated articles of incorporation, the Member Bylaws, and the System Board's committee charters: (A) Approve the annual operating and capital budgets and long-term financial plans and capital priorities of the Corporation; (B) Adopt a plan of merger or adopt a plan of consolidation with another corporation or entity, or authorize the sale, lease, exchange, or mortgage of all or substantially all of the property or assets of the Corporation; (C) Approve any major contract, indebtedness and debt financing, capital expenditures, joint ventures and partnerships, bank financing and leasing, sale of assets, mergers and acquisitions, or lease transactions by the Corporation above a designated threshold as set by the System Board; (D) Approve a plan for the distribution of the assets of the Corporation, or for dissolution; (E) Approve the Corporation's investment policies, including investment objectives and asset allocation targets; (F) Approve selection of investment consultant(s) of the Corporation; (G) Approve the appointment, removal, compensation, and bonus of the RCMC CEO; (H) Approve the compensation of highly compensated physicians consistent with RUSH System policy; (I) Approve the RUSH System executive compensation philosophy, any RUSH System Incentive Compensation Plan, and RUSH System Benefit Plan; (J) Approve the RUSH System diversity, equity, and inclusion policies and processes; (K) Select the auditor for, and approve all audits of, the Corporation and approve applicable annual Federal 990 Internal Revenue Service filings for the Corporation; (L) Approve quality of care metrics and goals across RUSH System; (M) Approve RUSH System fundraising goals and policies; (N) Approve the appointment of the members of the Corporation's Board and board officers and exercise removal authority over same; (O) Approve the establishment of new System Board Committees and/or RUSH Councils; (P) Approve amendments to the governing documents of the Corporation; and (Q) Approve RUSH System strategic plan. Form 990, Part VI, Line 11b Review of form 990 by governing body THE FORM 990 TAX RETURN IS PREPARED BY OUR ORGANIZATION AND REVIEWED BY OUR EXTERNAL TAX ADVISOR. A DRAFT OF THE FORM 990 IS PROVIDED TO MANAGEMENT FOR REVIEW AND COMMENT. THE BOARD OF DIRECTORS IS PROVIDED WITH AN APPROVED COPY OF THE FORM 990 BEFORE IT IS FILED. Form 990, Part VI, Line 12c Conflict of interest policy ANNUALLY, BOARD MEMBERS, DIRECTORS, MANAGEMENT TEAM (ADMINISTRATION, DIRECTORS AND MANAGERS) AND OTHER KEY EMPLOYEES OF RUSH COPLEY MEDICAL CENTER AND SUBSIDIARIES ("RCMC") ARE REQUIRED TO SUBMIT A CONFLICT OF INTEREST DISCLOSURE STATEMENT TO DISCLOSE ANY PERSONAL OR BUSINESS INTERESTS THAT MAY GIVE RISE TO A CONFLICT WITH THE WORK THEY DO FOR RCMC. THE DISCLOSURES ARE SUBMITTED AND REVIEWED BY THE CORPORATE INTEGRITY OFFICER, WHO IS AN EMPLOYEE OF COPLEY MEMORIAL HOSPITAL BUT REPRESENTS RUSH COPLEY MEDICAL CENTER AND SUBSIDIARIES, AND A REPORT IS SUBMITTED TO THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS OF RCMC. THOSE KEY PERSONNEL WITH CONFLICTS ARE ADVISED TO RECUSE THEMSELVES FROM PARTICIPATING IN DECISION-MAKING RELATED TO THE CONFLICT. Form 990, Part VI, Line 19 Required documents available to the public FORM 990 IS AVAILABLE UPON REQUEST. THE ORGANIZATION DOES NOT MAKE ITS GOVERNING DOCUMENTS OR CONFLICT OF INTEREST POLICY AVAILABLE TO THE PUBLIC. COPIES OF THE FINANCIAL STATEMENTS (WHETHER OR NOT AUDITED) ARE PROVIDED UPON REASONABLE REQUEST, SUCH AS FOR A BANK LOAN OR TO A BOND RATING AGENCY. THE FINANCIAL STATEMENTS ARE ALSO AVAILABLE ON THE ATTORNEY GENERAL'S WEBSITE. Form 990, Part XII, Line 2a PART XII, LINE 2 ALTHOUGH THE ORGANIZATION DOES NOT RECEIVE STAND ALONE GAAP FINANCIAL STATEMENTS, IT DOES RECEIVE, ON AN ANNUAL BASIS FROM INDEPENDENT AUDITORS, CONSOLIDATED RUSH SYSTEM FOR HEALTH AUDITED GAAP FINANCIAL STATEMENTS . 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