2025-08-14T07:15:15-05:00 2024-09-30 920460586 PWC US TAX LLP 101 SEAPORT BOULEVARD BOSTON MA 02210 990 2023-10-01 452880726 THE UNIVERSITY OF VERMONT HEALTH NETWORK UNIV 8028475959 111 COLCHESTER AVE BURLINGTON VT 05401 RICHARD VINCENT EXEC VP FINAN & CFO 8028475959 2025-08-14 1 0 PAUL J TANIS P01441612 6175305000 2023 2025-03-06 01:10:19Z RICHARD VINCENT 111 COLCHESTER AVE BURLINGTON VT 05401 81313257 0 X WWW.UVMHEALTH.ORG X 2011 VT SEE SCHEDULE O 21 17 0 0 6574748 0 0 453235 7405022 10326440 -4341195 29767511 0 0 3063827 40547186 0 437940 0 0 0 0 0 0 0 7847721 10738400 7847721 11176340 -4783894 29370846 991346801 1191840799 932422786 1084719839 58924015 107120960 X THE CORPORATION IS ORGANIZED AND SHALL BE OPERATED EXCLUSIVELY FOR THE BENEFIT OF, TO PERFORM THE FUNCTIONS OF, AND TO CARRY OUT THE EXCLUSIVELY CHARITABLE, EDUCATIONAL, AND/OR SCIENTIFIC PURPOSES WITHIN (CONTINUED IN SCHEDULE O) 0 0 437940 437940 10326440 OVERSIGHT AND SUPPORT OF NETWORK HEALTH PROVIDERS AND DELIVERY OF COLLABORATIVE COORDINATED HEALTH CARE IN THE COMMUNITIES SERVED. 437940 1 0 0 0 0 0 0 0 0 0 1 0 0 0 1 1 0 1 0 0 1 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 0 1 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 X 21 17 1 0 1 0 0 0 0 1 1 0 0 1 1 1 1 0 1 1 1 0 NY VT X RICHARD VINCENT 8028472089 111 COLCHESTER AVENUE BURLINGTON VT 05401 NOMA ANDERSON TRUSTEE 2.00 2.00 X 0 0 0 SIVAN COTEL TRUSTEE 2.00 5.00 X 0 0 0 MICHELLE CROMWELL TRUSTEE (TIL 12/2023) 2.00 0.00 X 0 0 0 VICTORIA DULEY SECRETARY (TIL 12/2023)/ TRUSTEE 2.00 0.00 X X 0 0 0 JOHN DWYER TRUSTEE 2.00 0.00 X 0 0 0 DR SUNIL EAPPEN PRESIDENT/CEO 25.00 25.00 X X 0 1948480 198581 DOMINIC EISINGER TRUSTEE 2.00 0.00 X 0 0 0 DEENA MCCULLOUGH TRUSTEE 2.00 0.00 X 0 0 0 THOMAS GOLONKA VICE CHAIR/TRUSTEE 2.00 0.00 X X 0 0 0 CAROL HARADEN TRUSTEE 2.00 0.00 X 0 0 0 KEVIN HART TRUSTEE 2.00 0.00 X 0 0 0 DR VIRGINIA HOOD TRUSTEE 2.00 13.00 X 0 60684 33 DR ROBERT LASKOWSKI TRUSTEE (TIL 12/2023) 2.00 0.00 X 0 0 0 DR DEBRA LEONARD TRUSTEE 2.00 43.00 X 0 424880 60335 DR RICHARD PAGE TRUSTEE 2.00 43.00 X 0 218532 22230 DR JOHN RUGGE TRUSTEE 2.00 0.00 X 0 0 0 KERIN STACKPOLE TRUSTEE 2.00 0.00 X 0 0 0 ALLIE STICKNEY CHAIR/ TRUSTEE 2.00 0.00 X X 0 0 0 SANDRINE KIBUEY TRUSTEE (AS OF 1/2024) 2.00 0.00 X 0 0 0 DR EDMONDO ROBINSON TRUSTEE (AS OF 1/2024) 2.00 0.00 X 0 0 0 IAN SCHMIDEK TRUSTEE (AS OF 1/2024) 2.00 0.00 X 0 0 0 BETSY VICENCIO TRUSTEE 2.00 0.00 X 0 0 0 DR KARA WALKER SECRETARY (AS OF 1/2024)/ TRUSTEE 2.00 0.00 X X 0 0 0 RICHARD VINCENT TREASURER 25.00 25.00 X 0 783080 64609 LORI BOISJOLI NETWORK CIO 25.00 25.00 X 0 486868 101788 DR JASON SANDERS PRES/CEO OF UVMHN MG 5.00 45.00 X 0 508675 95550 DR DAVID CLAUSS SVP/CHIEF MED OFF 25.00 25.00 X 0 586260 122456 DR DOUGLAS GENTILE SVP, NETWORK IT 25.00 25.00 X 0 590382 103160 GINGER LUBKOWITZ SVP, CHIEF DEV OFF 44.00 1.00 X 0 346568 52485 ERIC MILLER ESQ SVP, GENERAL COUNSEL 25.00 25.00 X 0 575491 95622 JESSICA MOSCHELLA SVP, HIGH VALUE CARE 25.00 25.00 X 0 465914 82166 JERALD NOVAK SVP, CHIEF PEOPLE OFFICER 25.00 25.00 X 0 549683 56473 CHRISTINE WERNEKE PRES/COO, UVMHN HHH 5.00 45.00 X 0 327902 53295 MICHELLE LEBEAU PRES, AHMC/CVPH 5.00 45.00 X 0 610683 113166 DR STEPHEN M LEFFLER PRES/COO, UVMMC 5.00 45.00 X 0 820631 71334 ANNA T NOONAN PRES/COO, CVMC 5.00 45.00 X 0 554062 109957 BOB ORTMYER PRES, ECH & PMC (AS OF 5/2024) 5.00 45.00 X 0 362761 62284 DRRAMSEY HERRINGTON INTERIM EVP, COO (AS OF 4/2024) 25.00 25.00 X 0 478139 69242 GARY SCOTT SVP FACILITIES (AS OF 2/2024) 25.00 25.00 X 0 332095 40462 JASON WILLIAMS SVP, CHIEF RELA OFF (AS OF 5/2024) 25.00 25.00 X 0 287975 50539 ANYA RADER WALLACK FMR SVP, STRAT COMM 0.00 0.00 X 0 289495 37447 JACKIE HUNTER FMR SVP, CHIEF DIV & INCL 0.00 0.00 X 0 334674 30163 ALFRED GOBEILLE FMR EXEC VP/COO 25.00 25.00 X 0 768317 40162 TOM THOMPSON FMR PRES/COO, PMC 0.00 0.00 X 0 446499 11310 ADRIANNE JOHNSON-ROSS FMR PRES/COO, UVMHN HHH 0.00 0.00 X 0 345793 1089 DIANA SCALISE FMR SVP, HIGH VALUE CARE 0.00 0.00 X 0 213887 0 DR HOWARD M SCHAPIRO FMR SVP, CHIEF HLTH & QUAL OFF 0.00 35.00 X 0 331461 0 JOHN REMILLARD FMR PRESIDENT, ECH 0.00 35.00 X 0 227250 0 0 14277121 1745938 0 1 1 0 0 416862 36373 453235 SHARED SERVICES FOR REL ORGS 622010 10326440 10326440 10326440 27186661 6574748 20611913 43346921 40766071 2580850 2580850 2580850 40547186 10326440 6574748 23192763 437940 437940 95235 95235 404165 404165 106084 106084 27864 27864 8596969 8596969 1508083 1508083 11176340 437940 10738400 0 177162142 175962213 764024 22210151 43884731 6733618 2195517 5100490 8539842 6164636 1268765 4325260 4895871 760017057 938221696 6550002 6050002 9248081 11326903 991346801 1191840799 19016272 26405827 246000000 235500000 667406514 822814012 932422786 1084719839 X 58924015 105180111 1940849 58924015 107120960 991346801 1191840799 X 29370846 21238131 -2412032 X 0 1 X 1 0 X X 8 UNIVERSITY OF VERMONT MEDICAL CENTER INC 030219309 3 0 0 0 CENTRAL VERMONT MEDICAL CENTER INC 222547186 3 0 0 0 CHAMPLAIN VALLEY PHYSICIAN'S HOSPITAL INC 141338471 3 0 0 0 ELIZABETHTOWN COMMUNITY HOSPITAL 141364513 3 0 0 0 ALICE HYDE MEDICAL CENTER 150346515 3 0 0 0 PORTER HOSPITAL INC 030181058 3 0 0 0 HELEN PORTER NURSING HOME 030306549 3 0 0 0 UVM HOME HEALTH & HOSPICE INC 030179603 10 0 0 0 8 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 PART IV, SECTION A, LINE 1 THE ORGANIZATION'S GOVERNING DOCUMENTS PROVIDE THAT THE ORGANIZATION SHALL OPERATE EXCLUSIVELY TO SUPPORT THE EXEMPT PURPOSES OF THE CORPORATION AND ITS SUBSIDIARIES, THOUGH THE SUBSIDIARIES ARE NOT LISTED BY NAME. GOVERNING DOCUMENTS DEFINE "SUBSIDIARY" TO MEAN EACH CORPORATION OF WHICH THE ORGANIZATION IS THE SOLE MEMBER. THESE CORPORATIONS ARE LISTED AS SUPPORTED ORGANIZATIONS IN SCHEDULE A, PART I, LINE 12G. THE ORGANIZATION HAS HAD A HISTORIC AND CONTINUING RELATIONSHIP WITH THESE SUBSIDIARIES / SUPPORTED ORGANIZATIONS, SOME OF WHICH HAVE EXISTED SINCE THE INCORPORATION OF THE UVM HEALTH NETWORK. THE UNIVERSITY OF VERMONT HEALTH NETWORK IS NAMED AS THE SOLE CORPORATE MEMBER OF EACH OF THESE SUPPORTED ORGANIZATIONS IN SUCH ORGANIZATIONS' CORPORATE BYLAWS AND ARTICLES OF INCORPORATION. THE UNIVERSITY OF VERMONT HEALTH NETWORK'S BYLAWS AND ARTICLES OF INCORPORATION THEN PROVIDE THAT IT SERVES AS THE SOLE CORPORATE MEMBER OF EACH ORGANIZATION THAT HAS DESIGNATED IT AS SUCH, IN ACCORDANCE WITH THE VERMONT AND NEW YORK NON-PROFIT CORPORATION LAWS. PART I, LINE 12G, COLUMN IV THE ARTICLES OF INCORPORATION PROVIDE THAT THE CORPORATION IS ORGANIZED AND SHALL BE OPERATED EXCLUSIVELY FOR THE BENEFIT OF, OR TO PERFORM THE FUNCTIONS OF, AND TO CARRY OUT THE EXCLUSIVELY CHARITABLE EDUCATIONAL, AND/OR SCIENTIFIC PURPOSES WITHIN THE MEANING OF SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, OF THIS CORPORATION AND ITS SUBSIDIARIES AND ANY OTHER NONPROFIT, TAX EXEMPT HEALTH CARE PROVIDERS THAT BECOME MEMBERS OF AN INTEGRATED REGIONAL HEALTH CARE SYSTEM ESTABLISHED BY THE CORPORATION. THE ENTITIES LISTED IN PART I, LINE 12G MEET ONE OR BOTH OF THESE CRITERIA. PART I, LINE 12G, COLUMN VI THE UNIVERSITY OF VERMONT HEALTH NETWORK PROVIDES SERVICES DESIGNED TO DEVELOP A HIGHLY COORDINATED HEALTH CARE DELIVERY NETWORK TO IMPROVE THE QUALITY, INCREASE THE EFFICIENCIES AND LOWER THE COSTS OF HEALTH CARE DELIVERY IN THE REGIONS IT SERVES. CURRENTLY, CREDENTIALING AND ENROLLMENT, CONTRACTING, MANAGEMENT OF BUDGETING AND REPORTING TOOLS, MARKETING AND COMMUNICATION, IT SERVICES, AUDITING FEES AND INVESTMENT FEES ARE CONSIDERED SHARED SERVICES AT THE NETWORK LEVEL. PART IV, SECTION B LINE 1 THE SUBSIDIARIES OF THE UVM HEALTH NETWORK (HEREAFTER, THE "SUPPORTED ORGANIZATIONS") HAVE A SUBSTANTIAL DEGREE OF CONTROL OVER THE POLICIES, PROGRAMS, AND ACTIVITIES OF THE UVM HEALTH NETWORK. THE SUPPORTED ORGANIZATIONS EFFECTIVELY OPERATE, SUPERVISE AND CONTROL THE UVM HEALTH NETWORK'S ACTIVITIES. ACCORDING TO THE BYLAWS, 20 OF 22 TRUSTEES ARE SELECTED FROM A SCHEDULE OF NOMINEES PROVIDED BY A GOVERNANCE COMMITTEE ON WHICH EACH SUPPORTED ORGANIZATION SHALL APPOINT UP TO TWO VOTING MEMBERS. AT PRESENT, FIFTEEN OUT OF TWENTY-THREE MEMBERS OF THE GOVERNANCE COMMITTEE IS COMPRISED OF TRUSTEES OR DIRECTORS OF THE SUPPORTED ORGANIZATIONS. ADDITIONALLY, THE ORGANIZATION'S MANAGEMENT AND DAY-TO-DAY ACTIVITIES ARE CONDUCTED BY A GROUP OF SENIOR LEADERS FROM THE SUPPORTED ORGANIZATIONS, WHO REPORT TO THE BOARD OF TRUSTEES. A SUBSTANTIAL PORTION OF THE BOARD'S ROLE IS TO PROVIDE OVERSIGHT OF THE NETWORK'S MANAGEMENT IN ORDER TO ENSURE THAT IT IS FAITHFULLY CARRYING OUT THE NETWORK'S MISSION. 6164636 1268765 4895871 4895871 INVESTMENT POOLED ASSETS DUE TO AFFILIATES 822814012 822814012 X PART X, LINE 2: PAGES 18 OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE UNIVERSITY OF VERMONT HEALTH NETWORK CONTAINS A FOOTNOTE INDICATING THAT NO PROVISION FOR FEDERAL INCOME TAXES HAS BEEN RECORDED. MIDDLE EAST AND NORTH AFRICA - ALGERIA, BAHRAIN, DJIBOUTI, EGYPT, 0 0 INVESTMENT 2000000 EUROPE (INCLUDING ICELAND & GREENLAND) - ALBANIA, ANDORRA, AUSTRIA, BELGIUM 0 0 INVESTMENT 200000 0 0 0 0 0 0 2200000 0 2200000 1 0 1 0 0 0 0 NURSING PIPELINE PROGRAM 31 364526 0 M&T AMPLIFY FUND PRE REQ COURSE 19 33171 EMS CRITICAL CARE PARAMEDIC TUITION PROGRAM 5 19166 NURSING WORFORCE STUDY HOURS 19 28873 SCHOLARSHIPS AWARDED TO EMPLOYEES ASSISTANCE IS AWARDED TO APPLICANTS IN ORDER FOR THEM TO OBTAIN A DEGREE IN A PARTICULAR FIELD. FOR THE APPLICANT TO QUALIFY FOR THE SCHOLARSHIP, HE/SHE MUST GO THROUGH AN APPLICATION PROCESS AND AGREE TO USE IT TO HELP FURTHER UVM HEALTH NETWORK'S CHARITABLE STATUS. X X X X 1 1 0 0 0 0 0 0 0 DR SUNIL EAPPEN PRESIDENT/CEO 0 1289292 0 581648 0 77540 0 160209 0 38372 0 2147061 0 0 DR STEPHEN M LEFFLER PRES/COO, UVMMC 0 635940 0 88528 0 96163 0 39600 0 31734 0 891965 0 0 RICHARD VINCENT TREASURER 0 581305 0 91500 0 110275 0 29700 0 34909 0 847689 0 0 ALFRED GOBEILLE FMR EXEC VP/COO 0 294605 0 0 0 473712 0 26377 0 13785 0 808479 0 64438 MICHELLE LEBEAU PRES, AHMC/CVPH 0 503752 0 64499 0 42432 0 84670 0 28496 0 723849 0 0 DR DAVID CLAUSS SVP/CHIEF MED OFF 0 498926 0 70619 0 16715 0 87792 0 34664 0 708716 0 0 DR DOUGLAS GENTILE SVP, NETWORK IT 0 442906 0 62028 0 85448 0 76218 0 26942 0 693542 0 17600 ERIC MILLER ESQ SVP, GENERAL COUNSEL 0 445806 0 61810 0 67875 0 68783 0 26839 0 671113 0 34300 ANNA T NOONAN PRES/COO, CVMC 0 424916 0 51701 0 77445 0 75226 0 34731 0 664019 0 40362 JERALD NOVAK SVP, CHIEF PEOPLE OFFICER 0 428699 0 57051 0 63933 0 23100 0 33373 0 606156 0 0 DR JASON SANDERS PRES/CEO OF UVMHN MG 0 407420 0 89269 0 11986 0 58037 0 37513 0 604225 0 0 LORI BOISJOLI NETWORK CIO 0 404082 0 47418 0 35368 0 66384 0 35404 0 588656 0 0 JESSICA MOSCHELLA SVP, HIGH VALUE CARE 0 332866 0 76103 0 56945 0 41727 0 40439 0 548080 0 0 DRRAMSEY HERRINGTON INTERIM EVP, COO (AS OF 4/2024) 0 421103 0 44550 0 12486 0 29700 0 39542 0 547381 0 0 DR DEBRA LEONARD TRUSTEE 0 366329 0 39745 0 18806 0 29700 0 30635 0 485215 0 0 TOM THOMPSON FMR PRES/COO, PMC 0 279048 0 34306 0 133145 0 10851 0 459 0 457809 0 6726 BOB ORTMYER PRES, ECH & PMC (AS OF 5/2024) 0 298981 0 28139 0 35641 0 51084 0 11200 0 425045 0 0 GINGER LUBKOWITZ SVP, CHIEF DEV OFF 0 297059 0 39375 0 10134 0 20390 0 32095 0 399053 0 0 CHRISTINE WERNEKE PRES/COO, UVMHN HHH 0 261005 0 41121 0 25776 0 22424 0 30871 0 381197 0 0 GARY SCOTT SVP FACILITIES (AS OF 2/2024) 0 281690 0 24960 0 25445 0 21379 0 19083 0 372557 0 0 JACKIE HUNTER FMR SVP, CHIEF DIV & INCL 0 152158 0 0 0 182516 0 11058 0 19105 0 364837 0 0 ADRIANNE JOHNSON-ROSS FMR PRES/COO, UVMHN HHH 0 0 0 62359 0 283434 0 146 0 943 0 346882 0 83 JASON WILLIAMS SVP, CHIEF RELA OFF (AS OF 5/2024) 0 238643 0 21383 0 27949 0 18730 0 31809 0 338514 0 0 DR HOWARD M SCHAPIRO FMR SVP, CHIEF HLTH & QUAL OFF 0 331461 0 0 0 0 0 0 0 0 0 331461 0 0 ANYA RADER WALLACK FMR SVP, STRAT COMM 0 278172 0 0 0 11323 0 19681 0 17766 0 326942 0 0 DR RICHARD PAGE TRUSTEE 0 212787 0 0 0 5745 0 19151 0 3079 0 240762 0 0 JOHN REMILLARD FMR PRESIDENT, ECH 0 227250 0 0 0 0 0 0 0 0 0 227250 0 0 DIANA SCALISE FMR SVP, HIGH VALUE CARE 0 0 0 0 0 213887 0 0 0 0 0 213887 0 0 SCHEDULE J, PART I, QUESTION 4A SVP, HIGH VALUE CARE DIANA SCALISE ENTERED INTO AN AGREEMENT EFFECTIVE 6/2022 UNDER WHICH SHE RECEIVED 12 MONTHS CONTINUATION OF BASE SALARY PLUS CONTINUATION OF CERTAIN HEALTH BENEFITS. PAYMENTS MADE UNDER THIS AGREEMENT WERE MADE IN THE 2023 CALENDAR YEAR AND ARE THEREFORE INCLUDED IN THE AMOUNTS REPORTED HEREIN. SVP, CHIEF DIVERSITY & INCLUSION OFFICER JACKIE HUNTER ENTERED INTO AN AGREEMENT EFFECTIVE 6/2023 UNDER WHICH SHE RECEIVED 12 MONTHS CONTINUATION OF BASE SALARY PLUS CONTINUATION OF CERTAIN HEALTH AND DENTAL BENEFITS. PAYMENTS MADE UNDER THIS AGREEMENT WERE MADE IN THE 2023 CALENDAR YEAR AND ARE THEREFORE INCLUDED IN THE AMOUNTS REPORTED HEREIN. EXECUTIVE VP & COO ALFRED GOBEILLE ENTERED INTO AN AGREEMENT EFFECTIVE 5/2023 UNDER WHICH HE RECEIVED 12 MONTHS CONTINUATION OF BASE SALARY, CONTINUATION OF CERTAIN HEALTH AND DENTAL BENEFITS, AND CERTAIN RELOCATION EXPENSES. PAYMENTS MADE UNDER THIS AGREEMENT WERE MADE IN THE 2023 CALENDAR YEAR AND ARE THEREFORE INCLUDED IN THE AMOUNTS REPORTED HEREIN. PORTER MEDICAL CENTER PRESIDENT & COO TOM THOMPSON ENTERED INTO AN AGREEMENT EFFECTIVE 10/2023 UNDER WHICH HE RECEIVED 6 MONTHS CONTINUATION OF BASE SALARY. PAYMENTS MADE UNDER THIS AGREEMENT WERE MADE IN THE 2023 CALENDAR YEAR AND ARE THEREFORE INCLUDED IN THE AMOUNTS REPORTED HEREIN. HOME HEALTH & HOSPICE PRESIDENT & COO ADRIANNE JOHNSON-ROSS ENTERED INTO AN AGREEMENT EFFECTIVE 1/2023 UNDER WHICH SHE RECEIVED 15 MONTHS CONTINUATION OF BASE SALARY PLUS CONTINUATION OF CERTAIN HEALTH AND DENTAL BENEFITS, AND LUMP SUM PAYMENTS. PAYMENTS MADE UNDER THIS AGREEMENT WERE MADE IN THE 2023 CALENDAR YEAR AND ARE THEREFORE INCLUDED IN THE AMOUNTS REPORTED HEREIN. SCHEDULE J, PART I, QUESTION 4B THE UNIVERSITY OF VERMONT HEALTH NETWORK, BY AND THROUGH ITS AFFILIATED SUBSIDIARIES, MAINTAINS A SUPPLEMENTAL RETIREMENT BENEFIT PLAN (SRP) UNDER CONTRACTUAL ARRANGEMENTS WITH SEVERAL PERSONS LISTED ON FORM 990, PART VII, SECTION A, LINE 1A. PURSUANT TO THE TERMS OF THE SRP, ANNUAL CREDITS WERE MADE EQUAL TO A FIXED PERCENTAGE OF BASE SALARY. THE FOLLOWING PERSONS PARTICIPATED IN THE SRP IN CALENDAR YEAR 2023, AND THEIR RESPECTIVE FIXED PERCENTAGE IS DESIGNATED IN PARENTHESES: DR. SUNIL EAPPEN (12.24%); DR. JASON SANDERS (8.68%); DR. DAVID CLAUSS (10.04%); ERIC MILLER (10.04%); DOUGLAS A. GENTILE (10.04%); BOB ORTMYER (6.42%); ANNA T. NOONAN (8.68%); MICHELLE LEBEAU (10.04%); CHRISTINE WERNEKE ( 3.97%); LORI BOISJOLI (8.68%); AND JESSICA MOSCHELLA (8.68%). DEFERRED AMOUNTS VEST ON THE EARLIER OF: (I) JANUARY 1 OF THE THIRD PLAN YEAR AFTER THE PLAN YEAR FOR WHICH THE ACCOUNT WAS CREATED; OR (II) THE PARTICIPANT'S 65TH BIRTHDAY. DR. DOUGLAS GENTILE, ERIC MILLER, ANNA T. NOONAN, ALFRED GOBEILLE, TOM THOMPSON, AND ADRIANNE JOHNSON-ROSS RECEIVED SRP DISTRIBUTIONS REFLECTED IN SCH J, PART II, COL (B)(III) AND (F). FOR THE PLANS NOTED ABOVE, AMOUNTS DEFERRED DURING CALENDAR YEAR 2023 ARE INCLUDED ON SCH J, PART II, COL C. AMOUNTS DEFERRED REMAIN SUBJECT TO FOREITURE IF CERTAIN CONDITIONS ARE NOT MET. PART I, LINE 1 AND PART III, LINE 1, ORGANIZATION'S MISSION THE CORPORATION IS ORGANIZED AND SHALL BE OPERATED EXCLUSIVELY FOR THE BENEFIT OF, TO PERFORM THE FUNCTIONS OF, AND TO CARRY OUT THE EXCLUSIVELY CHARITABLE, EDUCATIONAL, AND/OR SCIENTIFIC PURPOSES WITHIN THE MEANING OF SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, OF THIS CORPORATION AND ITS SUBSIDIARIES AND ANY OTHER NONPROFIT, TAX EXEMPT HEALTH CARE PROVIDERS THAT BECOME MEMBERS OF AN INTEGRATED REGIONAL HEALTH CARE SYSTEM ESTABLISHED BY THE CORPORATION, INCLUDING THE FOLLOWING PURPOSES: (A) TO ESTABLISH AN INTEGRATED REGIONAL HEALTH CARE SYSTEM THAT ALIGNS THE MISSIONS AND ECONOMIC INTERESTS OF THE SYSTEM MEMBERS AND OTHER NONPROFIT, TAX EXEMPT HEALTH CARE PROVIDERS THAT ARE OR BECOME MEMBERS OF THE SYSTEM; (B) TO ENGAGE IN COLLABORATIVE REGIONAL PLANNING TO DEVELOP A HIGHLY COORDINATED HEALTH CARE NETWORK THAT WILL IMPROVE THE QUALITY, INCREASE THE EFFICIENCIES, AND LOWER THE COSTS OF HEALTH CARE DELIVERY IN THE COMMUNITIES SERVED BY THE SYSTEM; (C) TO ENGAGE IN SUCH OTHER CHARITABLE, EDUCATIONAL, AND/OR SCIENTIFIC ACTIVITIES AS ARE CONSISTENT WITH THE CORPORATION'S STATUS AS AN EXEMPT ORGANIZATION UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE, AND INCLUDING FOR SUCH PURPOSES THE MAKING OF DISTRIBUTIONS OF PROPERTY OR CASH TO ORGANIZATIONS THAT QUALIFY AS EXEMPT ORGANIZATIONS UNDER SECTION 501(C) OF THE INTERNAL REVENUE CODE. ALL SECTION REFERENCES IN THESE ARTICLES OF INCORPORATION REFER TO THE INTERNAL REVENUE CODE OF 1986, TITLE 26 OF THE UNITED STATES CODE, AND COMPARABLE PROVISIONS OF LATER LAW. SUBJECT TO THE FOREGOING, THE CORPORATION SHALL BE PERMITTED TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH CORPORATIONS MAY BE ORGANIZED UNDER THE VERMONT NONPROFIT CORPORATION ACT; AND (D) TO INTEGRATE THE HEALTH CARE PROGRAMS AND SERVICES OF SYSTEM MEMBERS WITH TEACHING AND RESEARCH TO SERVE AS A MODEL FOR THE DELIVERY OF ACADEMIC HEALTH CARE IN A RURAL REGION IN A MANNER CONSISTENT WITH THE CORPORATION'S AFFILIATION WITH THE UNIVERSITY OF VERMONT & STATE AGRICULTURAL COLLEGE, AND ITS COLLEGE OF MEDICINE AND COLLEGE OF NURSING AND HEALTH SCIENCES. FORM 990 PART IV LINE 4 WHILE UVM HEALTH NETWORK DID NOT ENGAGE IN LOBBYING ACTIVITIES ITSELF, UVM MEDICAL CENTER, A RELATED ORGANIZATION, DOES ENGAGE IN LOBBYING THAT BENEFITS THE HEALTH NETWORK. THESE ACTIVITIES ARE APPROPRIATELY REPORTED ON UVM MEDICAL CENTER'S RETURN. FORM 990, PART VI, SECTION A, LINE 2 THE FOLLOWING INDIVIDUALS SERVED AS DIRECTORS AND OFFICERS AT THE UNIVERSITY OF VERMONT HEALTH NETWORK VENTURES, INC. A RELATED ORGANIZATION: DR. SUNIL EAPPEN, RICHARD VINCENT. DR. SUNIL EAPPEN, RICHARD VINCENT, DR. STEPHEN M. LEFFLER, LORI BOISJOLI, DR. JASON SANDERS, DR. DAVID W. CLAUSS, DR. DOUGLAS A. GENTILE, GINGER LUBKOWITZ, ERIC MILLER, JESSICA MOSCHELLA, JERALD NOVAK, GARY SCOTT, AND JASON WILLIAMS WERE EMPLOYED BY THE UNIVERSITY OF VERMONT MEDICAL CENTER, INC., A RELATED, NOT FOR PROFIT ORGANIZATION AT WHICH DR. SUNIL EAPPEN, DR. RICHARD PAGE, NOMA ANDERSON, DR. VIRGINIA HOOD, AND DR. STEPHEN M. LEFFLER SERVED AS TRUSTEES AND/OR OFFICERS. DR. VIRGINIA HOOD, DR. DEBRA LEONARD, DR. RICHARD PAGE, AND DR. RAMSEY HERRINGTON WERE EMPLOYED BY THE UNIVERSITY OF VERMONT HEALTH NETWORK MEDICAL GROUP, INC., A RELATED, NOT FOR PROFIT ORGANIZATION AT WHICH DR. JASON SANDERS, DR. RAMSEY HERRINGTON AND DR. DEBRA LEONARD SERVED AS DIRECTORS AND/OR OFFICERS. ANNA T. NOONAN WAS EMPLOYED BY CENTRAL VERMONT MEDICAL CENTER, INC. A RELATED NOT FOR PROFIT ORGANIZATION AT WHICH DR. SUNIL EAPPEN AND THOMAS GOLONKA SERVED AS DIRECTORS AND/OR OFFICERS. MICHELLE LEBEAU WAS EMPLOYED BY CHAMPLAIN VALLEY PHYSICANS HOSPITAL, A RELATED NOT FOR PROFIT ORGANIZATION AT WHICH BETSY VICENCIO SERVED AS DIRECTORS AND/OR OFFICERS. FORM 990, PART VI, SECTION A, LINE 4 EFFECTIVE JANUARY 1, 2024, THE BYLAWS OF THE UNIVERSITY OF VERMONT HEALTH NETWORK (THE "NETWORK") WERE AMENDED TO PROMOTE QUALITY AND STANDARDIZATION OF MEDICAL SERVICES THROUGH THE CREATION OF SINGLE, UNIFIED MEDICAL STAFF (THE "UNIFIED MEDICAL STAFF") ACROSS ITS AFFILIATED PARTNER HOSPITALS. AS AMENDED, THE BYLAWS PROVIDE THE NETWORK'S BOARD OF TRUSTEES OVERSIGHT OVER THE UNIFIED MEDICAL STAFF INCLUDING ALL APPOINTMENTS TO THE UNIFIED MEDICAL STAFF AND ALL REAPPOINTMENTS, ADVANCEMENTS IN PRIVILEGES, SUSPENSIONS, TERMINATIONS, AND REDUCTIONS IN PRIVILEGES. THE PRESIDENT OF THE UNIFIED MEDICAL STAFF IS PROVIDED THE RIGHT TO ATTEND ALL MEETINGS OF THE NETWORK BOARD OF TRUSTEES, WITH VOICE BUT WITHOUT VOTE. ALSO EFFECTIVE JANUARY 1, 2024, THE BYLAWS FOR THE NETWORK WERE AMENDED TO PROMOTE EFFICIENCY BY MODIFYING THE OBLIGATION OF THE NETWORK BOARD TO APPROVE PROJECTS AT AFFLILATED PARTNER HOSPITALS REQUIRING THE ISSUANCE OF A CERTIFICATE OF NEED ("CON"). PURSUANT TO THE AMENDMENTS, BOARD APPROVAL SHALL ONLY BE REQUIRED FOR (I) PROJECTS OR EXPENDITURES REQUIRING A CON UNDER VERMONT LAW; OR (II) A CON THAT MUST BE ACCOMPANIED BY A BOARD RESOLUTION UNDER NEW YORK LAW. FORM 990, PART VI, SECTION B, LINE 11B FORM 990 REVIEW THE ORGANIZATION'S FORM 990 IS PREPARED BY STAFF FROM UVM MEDICAL CENTER (AN AFFILIATE OF UVM HEALTH NETWORK) AND IS REVIEWED BY PWC US TAX LLP. FOLLOWING PWC'S REVIEW, THE RETURN IS REVIEWED BY THE ORGANIZATION'S SENIOR LEADERSHIP. FINALLY, MANAGEMENT PRESENTS THE FORM 990 TO THE AUDIT COMMITTEE FOR REVIEW AND COMMENT. THE COMPLETED FORM 990 IS PROVIDED TO ALL MEMBERS OF THE BOARD OF TRUSTEES OF THE UVM HEALTH NETWORK PRIOR TO THE FORM BEING FILED WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C CONFLICT OF INTEREST POLICY THE ORGANIZATION REGULARLY MONITORS AND ENFORCES COMPLIANCE WITH ITS CONFLICT OF INTEREST POLICY. IN ACCORDANCE WITH THE POLICY, OFFICERS, TRUSTEES AND KEY EMPLOYEES ARE REQUIRED TO COMPLETE A CONFLICT OF INTEREST DISCLOSURE AND CERTIFICATION UPON HIRING, AT LEAST ANNUALLY THEREAFTER,, PRIOR TO PARTICIPATING IN ANY DECISION THAT MAY BE AFFECTED BY A PERSONAL INTEREST, AND WHENEVER A POTENTIALLY CONFLICTING INTEREST FIRST ARISES. CONFLICT OF INTEREST DISCLOSURES AND CERTIFICATIONS MAY BE MADE ONLINE OR IN WRITING AND ARE REGULARLY REVIEWED BY THE GENERAL COUNSEL. THE CONFLICT OF INTEREST POLICY IS ENFORCED BY THE OFFICE OF THE GENERAL COUNSEL AND OVERSEEN BY THE AUDIT COMMITTEE OF THE ORGANIZATION'S BOARD OF TRUSTEES. THE GENERAL COUNSEL REPORTS AT LEAST QUARTERLY ON CONFLICT OF INTEREST ISSUES TO THE AUDIT COMMITTEE. CONFLICTS OF INTEREST ARE MANAGED IN ACCORDANCE WITH THE POLICY, WHICH PROVIDES FOR A VARIETY OF REMEDIES TO ADDRESS CONFLICTS OF INTEREST INCLUDING: RECUSAL FROM DECISION MAKING, DISCLOSURE TO APPROPRIATE PARTIES, COMMITTEE PARTICIPATION LIMITS AND REQUESTED DIVESTITURE. IN ADDITION, "DISQUALIFIED PERSONS", CONSISTING OF TRUSTEES, OFFICERS AND KEY EMPLOYEES FOR A PERIOD OF FIVE YEARS ARE SUBJECT TO SPECIAL PROCEDURES TO COMPLY WITH THE INTERMEDIATE SANCTIONS SAFE HARBOR UNDER SECTION 4958 OF THE INTERNAL REVENUE CODE. AN APPEALS PROCESS EXISTS SHOULD THE INDIVIDUAL REQUEST A SECONDARY REVIEW BE PERFORMED. VIOLATIONS OF THE CONFLICT OF INTEREST POLICY ARE SUBJECT TO DISCIPLINARY AND CORRECTIVE ACTION WHICH MAY INCLUDE TERMINATION OF EMPLOYMENT AND/OR APPOINTMENT, AND IN CASES WHERE SUCH VIOLATION RESULTS IN SIGNIFICANT DAMAGE TO THE INTERESTS OF THE ORGANIZATION, CIVIL ACTION MAY BE INITIATED. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION DETERMINATION POLICY THE SETTING OF EXECUTIVE COMPENSATION IS GOVERNED BY THE HEALTH NETWORK COMPENSATION COMMITTEE, AN INDEPENDENT COMMITTEE, UNDER PRINCIPLES DESCRIBED IN ITS CHARTER. THE HEALTH NETWORK HAS ADOPTED A COMPENSATION PHILOSOPHY WHICH PROVIDES FRAMEWORK FOR SETTING COMPENSATION FOR THE EXECUTIVES OF UVM HEALTH NETWORK, ITS AFFILIATED HOSPITALS, AND ITS MEDICAL GROUP. THE PARAMETERS OF THIS PHILOSOPHY INCLUDE UTILIZING APPROPRIATE NATIONAL AND REGIONAL PEER GROUPS. SALARIES ARE TARGETED AT THE 50TH PERCENTILE OF THE NATIONAL PEER GROUP, WITH PERFORMANCE BASED VARIABLE PAY OPPORTUNITIES TO ACHIEVE UP TO THE 65TH PERCENTILE, DEPENDING ON ORGANIZATION AND INDIVIDUAL RESULTS. COMPENSATION LEVELS ARE APPROVED BY THE NETWORK COMPENSATION COMMITTEE FOR THE UVM HEALTH NETWORK CEO/DIRECT REPORTS AND THE AFFILIATE HOSPITAL CEOS. CALCULATIONS ARE PERFORMED USING THE SAME PHILOSOPHY FOR THE THIRD TIER OF LEADERSHIP, WITH THE EXCEPTION THAT THE LOCAL BOARDS APPROVE COMPENSATION FOR ALL NON-CEO POSITIONS. ALL ACTIONS TAKEN REGARDING EXECUTIVE COMPENSATION ARE CONTEMPORANEOUSLY DOCUMENTED BY THE APPROPRIATE ORGANIZATION. THIS REVIEW IS PERFORMED ANNUALLY. FORM 990, PART VI, SECTION C, LINE 19 DOCUMENT DISCLOSURE GOVERNANCE DOCUMENTS CONSIST OF THE ORGANIZATION'S ARTICLES OF INCORPORATION AND BYLAWS. THE ARTICLES OF INCORPORATION ARE FILED WITH THE VERMONT SECRETARY OF STATE AND ARE PUBLICLY AVAILABLE THROUGH THAT OFFICE. THE BYLAWS ARE NOT PUBLICLY POSTED, BUT A COPY WOULD BE FURNISHED TO ANY MEMBER OF THE PUBLIC WHO REQUESTED ONE. THE CONFLICT OF INTEREST POLICY IS NOT PUBLICLY POSTED, BUT A COPY WOULD BE FURNISHED TO ANY MEMBER OF THE PUBLIC WHO REQUESTED ONE. THE ANNUAL EXTERNAL AUDIT OF THE UVM HEALTH NETWORK, INCLUDING FINANCIAL STATEMENTS, IS POSTED ON THE ORGANIZATION'S WEB SITE. FORM 990, PART VI SECTION B, LINE 13 WHISTLEBLOWER POLICY UVM HEALTH NETWORK HAS NOT ADOPTED A WHISTLEBLOWER POLICY OF ITS OWN AT THIS TIME. HOWEVER, ALL INDIVIDUALS WORKING ON BEHALF OF UVM HEALTH NETWORK ARE EMPLOYEES OF THE UVM MEDICAL CENTER AND ITS AFFILIATES, AND ARE THEREFORE SUBJECT TO THE DULY ADOPTED WHISTLEBLOWER POLICIES OF SUCH ORGANIZATIONS. FORM 990, PART XI, LINE 9: RESTRICTED NET ASSETS 1,940,849. PAYMENTS FROM AFFILIATES 16,288,974. POOLED INVESTMENT REVENUE DUE TO NETWORK PARTNERS -19,984,159. UNDETERMINED VARIANCE -4,814. VENTURES TO NETWORK ELIM -652,882. 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