2025-05-06T12:14:45+00:00 2024-06-30 350921680 CROWE LLP 225 West Wacker Drive Suite 2600 Chicago IL 606061224 990 2023-07-01 371157915 Prairie Education & Research Cooperative PRAI 2174929100 800 E Carpenter Street 62 Springfield IL 62769 Michael Scialdone SVP, System CFO 2025-05-06 true Mallory Fairless P01321579 3128997000 2025-05-06 2023 2025-03-06 01:10:19Z Jenny Chambers 800 E Carpenter Street 62 Springfield IL 62769 4015074 false X www.hshs.org/heart/perc X 1984 IL THE PURPOSE OF THE ORGANIZATION IS TO ENGAGE IN ACTIVE CONTINUOUS MEDICAL RESEARCH TO FURTHER THE UNDERSTANDING OF APPLICATIONS OF NEW MODES OF THERAPY FOR CARDIOVASCULAR DISEASE, DIABETES AND NEUROLOGICAL DISORDERS. 9 4 23 4 0 0 246600 35601 3784917 3888979 51619 90494 0 4083136 4015074 600 0 0 3315346 3346486 0 0 639192 558646 3955138 3905132 127998 109942 4983358 4991472 432824 313855 4550534 4677617 X THE PURPOSE OF THE ORGANIZATION IS TO ENGAGE IN ACTIVE CONTINUOUS MEDICAL RESEARCH TO FURTHER THE UNDERSTANDING OF APPLICATIONS OF NEW MODES OF THERAPY FOR CARDIOVASCULAR DISEASE, DIABETES AND NEUROLOGICAL DISORDERS. false true 2007860 0 2072998 Continuing Education: Provide all forms of continuing education for the entire Hospital Sisters Health System. The program strives to provide educational activities that are based on identified gaps through a formal needs assessment involving the educational facilitators, program planners, and content reviewers. The scope of the programs include, but are not limited to: cardiac, vascular, and general medical care, including prevention, diagnosis, treatment, rehabilitation, quality improvement, and cost effectiveness. There were approximately 103 CME and 39 CNE events conducted in FY 2024. 1390180 0 1815981 Participate in Phase I-IV clinical trials as an enrolling site in a wide range of therapeutic areas with a focus on cardiovascular, diabetes, and neurology research. Trials are sponsored and funded by device and pharmaceutical companies. Participated in approximately 49 cardiovascular trials, 11 diabetes trials, and 15 neurology trials in FY 2024. Conduct Clinical Events Committee (CEC) and Data and Safety Monitoring Board (DSMB) management for medical device sponsors. Provide individuals with expertise to advise the sponsor on the continuing safety of trial subjects. Provide oversight of trial data to determine that sponsors are compliant with conducting trials that are ethical, safe for subjects, and produce good, reliable data. Provided CEC/DSMB management for approximately 4 clinical trials in FY 2024. Provide analysis of angiographic images for clinical research trials sponsored by device or pharmaceutical companies. Provided angiographic analysis in approximately 4 clinical trials in FY 2024. 3398040 true true false false false false false false false true false false true true true false true false false false false false false false false false false false true false false false false false false false false false false false false false true false false false true 9 0 true 23 true false false false false false false false false false false false false X 9 4 false false false false true true true true true false false true true true true true true true true false X Linda Dace 6182342120 3051 Hollis Drive Springfield IL 62704 Brenda Jeffers Chair 1.0 1.0 X X 0 0 0 JENNY CHAMBERS Executive Director - PERC 40.0 0 X X 188272 0 -16703 AVINASH MURTHY Board Member 1.0 39.0 X 0 817374 28587 Bharath Rajagopalan MD Board Member / Physician 40.0 0 X 1200828 0 46438 Dennis Rizzo Board Member 1.0 0 X 0 0 0 JANET ROGLIS Board Member 1.0 0 X 0 0 0 Kevin Lewis MD Board Member / HSHS SVP & Chief Physician Executive 2.0 58.0 X 0 418068 39634 LARRY HARDY Board Member 1.0 3.0 X 0 0 0 PETER KUNG Board Member / HSHS SVP-Chief Strategy Officer 1.0 59.0 X 0 513219 117149 Michael Scialdone Treasurer / HSHS SVP & CFO (began 01/08/24) 0.3 59.7 X 0 0 0 Paige Toth Secretary (began 11/1/23) 4.3 55.7 X 0 306108 66169 Suresh Kulandhaisamy MD Physician 40.0 0 X 669834 0 32792 MARC SHELTON MD Former PRESIDENT/CEO (until 4/6/23) / Physician 0.0 0.0 X 0 800128 -2937 2058934 2854897 311129 3 true true false 0 0 0 0 32861 2740 0 0 35601 CONTRACT REVENUE 541700 3763979 3763979 Affiliate Revenue - Research 541700 125000 125000 0 0 0 0 0 0 0 0 0 0 3888979 63951 63951 0 0 0 0 0 0 26543 0 0 26543 0 26543 26543 0 0 0 0 0 4015074 3888979 0 90494 0 0 0 0 0 0 0 0 1418835 1251812 167023 0 1554990 1371940 183050 78249 65056 13193 231532 192496 39036 62880 52278 10602 5790 4814 976 6393 5315 1078 0 80525 66948 13577 0 2279 1895 384 16743 13920 2823 200 166 34 240880 200268 40612 19129 15904 3225 5724 4759 965 220 183 37 8773 7294 1479 13871 11532 2339 Corporate Allocation 116761 97075 19686 Dues, subscriptions, licenses 20799 17292 3507 Maintenance 20468 17017 3451 other expenses 91 76 15 0 0 0 0 3905132 3398040 507092 0 1817903 200628 869375 0 0 0 559713 348767 0 0 0 0 0 0 0 0 35293 12213 277777 257124 21110 20653 1267238 4030436 0 0 0 0 412726 378775 4983358 4991472 268391 101950 0 0 94224 206905 0 0 0 0 0 0 0 0 0 0 70209 5000 432824 313855 X 4550534 4677617 0 0 0 0 0 0 0 0 4550534 4677617 4983358 4991472 X 109942 33226 0 6393 0 -22478 X false true X true true true X ST JOHN'S HOSPITAL SPRINGFIELD IL RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 277777 257124 20653 20653 Accrued Benefit Liability 378775 378775 Capital Lease 5000 Payroll Tax PV Fellowship Accrued Benefit Liability 5000 X Schedule D, Part X, Line 2 FIN 48 (ASC 740) footnote HSHS and the Foundation are Illinois not-for-profit organizations as described in Section 501(c)(3) of the Internal Revenue Code (the Code) and are exempt from federal income taxes on related income pursuant to Section 501(a) of the Code. Kiara, Inc. is an Illinois for-profit corporation that recognizes income taxes under the asset-and-liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical taxable losses and projections for future taxable losses over the periods for which the deferred tax assets are deductible, management believes it is more likely Kiara, Inc. will not realize most of the benefits of these deductible differences. Full valuation allowances have been applied against the deferred tax assets attributable to the net operating loss carryforwards not realized as of June 30, 2024 and 2023 in the accompanying consolidated financial statements due to the uncertainty of realization. HSHS recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. As of June 30, 2024 and 2023, HSHS does not have any liabilities for unrecognized tax benefits. X X X X X false true false false false false false false false MARC SHELTON MD Former PRESIDENT/CEO (until 4/6/23) / Physician 0 228750 0 0 0 571378 0 -12322 0 9385 0 797191 0 571378 JENNY CHAMBERS Executive Director - PERC 187167 0 0 0 1105 0 -17680 0 977 0 171569 0 0 0 PETER KUNG Board Member / HSHS SVP-Chief Strategy Officer 0 420501 0 86203 0 6515 0 87039 0 30110 0 630368 0 0 Kevin Lewis MD Board Member / HSHS SVP & Chief Physician Executive 0 243519 0 80000 0 94549 0 29423 0 10211 0 457702 0 0 AVINASH MURTHY Board Member 0 756907 0 59158 0 1309 0 16500 0 12087 0 845961 0 0 Bharath Rajagopalan MD Board Member / Physician 1119566 0 79928 0 1334 0 16500 0 29938 0 1247266 0 0 0 Paige Toth Secretary (began 11/1/23) 0 283016 0 23092 0 0 0 33609 0 32560 0 372277 0 0 Suresh Kulandhaisamy MD Physician 668665 0 0 0 1169 0 7723 0 25069 0 702626 0 0 0 Schedule J, Part I, Line 3 Arrangement used to establish the top management official's compensation PLEASE SEE RESPONSE TO FORM 990, PART VI, LINE 15A IN SCHEDULE O. Schedule J, Part I, Line 4b Supplemental nonqualified retirement plan HSHS EXECUTIVES ELIGIBLE TO PARTICIPATE IN SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP) ARE DEFINED IN THE SERP PLAN DOCUMENTS; THE SERP WAS ESTABLISHED TO PROVIDE ADDITIONAL RETIREMENT BENEFITS TO ENSURE REASONABLE MARKET COMPETITIVE BENEFITS IN ACCORDANCE WITH THE HSHS EXECUTIVE COMPENSATION PHILOSOPHY ESTABLISHED BY THE HSHS COMPENSATION COMMITTEE. THE PLAN PROVIDES A DEFINED RETIREMENT CONTRIBUTION TO PARTICIPANTS COMMENCING ON JANUARY 1, 2008, EQUAL TO A PERCENTAGE OF COMPENSATION AS DEFINED IN THE SERP PLAN DOCUENTS FOR THE PLAN YEAR. PARTICIPANTS CONSTRUCTIVELY RECEIVE A DISTRIBUTION FROM THE PLAN NO LATER THAN MARCH 15TH OF THE CALENDAR YEAR FOLLOWING THE CALENDAR YEAR IN WHICH AN AMOUNT IS VESTED and TAXABLE PURSUANT TO A VESTING SCHEDULE AS SPECIFIED IN THE PLAN DOCUMENT. THE ACTUAL DISTRIBUTION OF THE VESTED BENEFIT UNDER THE PLAN IS PAID IN A SINGLE LUMP SUM TO THE PARTICIPANT OR THE PARTICIPANT'S BENEFICIARY UPON THE EARLIER OF THE PARTICIPANT'S TERMINATION OF EMPLOYMENT, DEATH, OR TOTAL AND PERMANENT DISABILITY. THE FOLLOWING INTERESTED PERSONS CONSTRUCTIVELY RECEIVED DEFERRALS TO THE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP) IN 2023; THESE DEFERRALS ARE INCLUDED IN SCHEDULE J, PART II, COLUMN (C). PETER KUNG -- $61,911 KEVIN LEWIS -- $29,423 PAIGE TOTH -- $14,542 THE FOLLOWING INTERESTED PERSONS RECEIVED DISTRIBUTIONS FROM THE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP) IN 2023; THESE PAYMENTS ARE INCLUDED IN SCHEDULE J, PART II, COLUMN (B)(III) AND SCHEDULE J, PART II, COLUMN (F), AS APPLICABLE. MARC SHELTON -- $571,378 Form 990, Part III, Line 3 Significant changes in program services The SyncaCor angiographic wound core lab services were closed in April 2024. Form 990, Part IV, Line 10 Endowment Funds The organization maintains net assets with donor restrictions and without donor restrictions on its balance sheet. Such funds are held by Hospital Sisters of St. Francis Foundation, Inc., a related tax-exempt organization. While these funds are held to further one or more exempt purposes of the filing organization, they are not maintained exclusively for the filing organization. The board of directors of Hospital Sisters of St. Francis Foundation, Inc. maintains ownership and ultimately authority and discretion over the use of these funds. Based on the above, the related amounts have not been reported as endowment funds on Part V of Schedule D. Form 990, Part VI, Line 13 WHISTLEBLOWER POLICY PROVISIONS WITHIN THE CORPORATE COMPLIANCE PROGRAM AND CONFLICT OF INTEREST POLICY PROVIDE PROTECTIONS FOR WHISTLEBLOWER TYPE ACTIVITIES. Form 990, Part VI, Line 1a GOVERNING BODY DELEGATES BROAD AUTHORITY TO EXECUTIVE COMMITTEE PER ARTICLE 5.5 OF THE ORGANIZATION'S BY-LAWS, THE GOVERNING BODY DELEGATES BROAD AUTHORITY TO AN EXECUTIVE COMMITTEE. THE EXECUTIVE COMMITTEE SHALL BE VESTED WITH AND MAY IN ITS DISCRETION EXERCISE THE FULL POWERS, DUTIES, RESPONSIBILITIES, AND AUTHORITY OF THE BOARD EXCEPT WHERE PROHIBITED BY LAW AND SUBJECT TO ANY LIMITATIONS IMPOSED BY THE BYLAWS OR THE BOARD OF DIRECTORS. AS PROVIDED IN THE BY-LAWS, THE EXECUTIVE COMMITTEE SHALL CONSIST OF THREE TO SIX MEMBERS, INCLUDING THE CHAIRPERSON OF THE BOARD, THE VICE CHAIRPERSON, THE PRESIDENT AND OTHER MEMBERS SELECTED FROM AMONG THE DIRECTORS BY THE BOARD. Form 990, Part VI, Line 6 Classes of members or stockholders THE SOLE CORPORATE MEMBER OF PRAIRIE EDUCATION & RESEARCH COOPERATIVE (THE CORPORATION) IS HOSPITAL SISTERS SERVICES, INC. ("HSSI"), AN ILLINOIS NOT FOR PROFIT CORPORATION EXEMPT FROM FEDERAL TAXATION UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. Form 990, Part VI, Line 7a Members or stockholders electing members of governing body PURSUANT TO SECTION 2.3 OF THE CORPORATION'S BYLAWS, THE ORGANIZATION'S MEMBER, HOSPITAL SISTERS SERVICES, INC. ("HSSI"), AN ILLINOIS NOT FOR PROFIT CORPORATION EXEMPT FROM FEDERAL TAXATION UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE, HAS THE RIGHT TO APPOINT AND REMOVE THE CORPORATION'S BOARD OF DIRECTORS. Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders RESPONSIBILITY FOR THE POLICY AND OPERATIONS OF PRAIRIE EDUCATION & RESEARCH COOPERATIVE (THE "CORPORATION") IS VESTED IN ITS BOARD OF DIRECTORS, EXCEPT WITH RESPECT TO SPECIFIC POWERS RESERVED IN THE CORPORATION'S BYLAWS TO THE CORPORATION'S MEMBER, HOSPITAL SISTERS SERVICES, INC. ("HSSI"), AN ILLINOIS NOT FOR PROFIT CORPORATION EXEMPT FROM FEDERAL TAXATION UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. THE MEMBER OF HSSI IS HOSPITAL SISTERS HEALTH SYSTEM ("HSHS"), AN ILLINOIS NOT FOR PROFIT CORPORATION EXEMPT FROM FEDERAL TAXATION UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. THE GOVERNANCE AND OPERATIONS OF THE CORPORATION ARE SUBJECT TO HSSI'S RIGHT TO EXERCISE THESE RESERVED POWERS WITH RESPECT TO THE CORPORATION AND ORGANIZATIONS OF WHICH THE CORPORATION IS EITHER, DIRECTLY OR INDIRECTLY, A CONTROLLING MEMBER OR A CONTROLLING SHAREHOLDER ("AFFILIATES"). HSSI'S RIGHT TO EXERCISE CERTAIN OF THESE RESERVED POWERS IS, IN TURN, SUBJECT TO THE APPROVAL OF HSHS AND HSHS' MEMBERS. THE RESERVED POWERS INCLUDE ALL RIGHTS GRANTED TO HSSI BY LAW AND THE RIGHT TO: (A) ADOPT, APPROVE AMENDMENTS TO, OR AMEND ANY STATEMENT OF PHILOSOPHY, MISSION, MISSION INTEGRATION OR VALUES, OR ANY NAME, LOGO, OR MARK OF THE CORPORATION OR OF ANY AFFILIATE; (B) ADOPT, APPROVE AMENDMENTS TO, OR AMEND THE ARTICLES OF INCORPORATION OF THE CORPORATION OR OF ANY AFFILIATE; (C) ADOPT, APPROVE AMENDMENTS TO, OR AMEND THE BYLAWS OF THE CORPORATION OR OF ANY AFFILIATE; (D) APPOINT AND REMOVE THE BOARD OF DIRECTORS, ANY ONE OR MORE OF THE DIRECTORS OF THE CORPORATION OR OF ANY AFFILIATE, AND THE PRESIDENT OF THE CORPORATION OR OF ANY AFFILIATE; (E) APPROVE THE RECOMMENDATION OF THE BOARD OF DIRECTORS TO APPOINT OR REMOVE THE BOARD OF DIRECTORS, ANY ONE OR MORE DIRECTORS OF THE CORPORATION OR OF ANY AFFILIATE, OR THE CHAIRPERSON AND PRESIDENT OF THE CORPORATION OR OF ANY AFFILIATE. (F) WITH RESPECT TO THE CORPORATION OR ANY AFFILIATE, APPROVE THE PURCHASE, SALE, ALIENATION, EXCHANGE, LEASE, OR ENCUMBRANCE OF ANY REAL PROPERTY OF THE CORPORATION OR OF ANY AFFILIATE, WHICH PROPERTY HAS A VALUE IN EXCESS OF LIMITS SET FROM TIME TO TIME BY HSSI; (G) APPROVE DEBT INCURRED BY THE CORPORATION OR ANY AFFILIATE IN AN AMOUNT IN EXCESS OF LIMITS SET FROM TIME TO TIME BY THE MEMBER. (H) APPROVE THE OPERATING AND CAPITAL BUDGETS OF THE CORPORATION OR OF ANY AFFILIATE, AND ANY DEVIATIONS BY THE CORPORATION OR OF ANY AFFILIATE FROM SUCH BUDGETS IN AN AMOUNT OR PERCENTAGE SPECIFIED BY HSSI FROM TIME TO TIME; (I)APPROVE THE STRATEGIC PLAN AND ANNUAL GOALS OF THE CORPORATION OR OF ANY AFFILIATE; (J) APPROVE THE SALE OF SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION OR OF ANY AFFILIATE; (K) APPROVE THE MERGER OR DISSOLUTION OF THE CORPORATION OR OF ANY AFFILIATE; (L) ADOPT OR AMEND THE PLAN FOR MINISTRY EDUCATION AND GOVERNANCE FOR THE CORPORATION AND ITS AFFILIATES; (M) APPROVE THE CORPORATION'S MISSION ACCOUNTABILITY REPORTS AND THOSE OF ANY AFFILIATE; (N) APPROVE THE FINANCIAL POLICIES AND PROCEDURES OF THE CORPORATION OR OF ANY AFFILIATE, AND APPROVE ANY DEVIATIONS FROM SUCH POLICIES AND PROCEDURES BY THE CORPORATION OR ANY AFFILIATE; (O) APPROVE MATERIAL ACTIONS WITH RESPECT TO EMPLOYEE RETIREMENT PLANS SPONSORED BY THE CORPORATION OR ANY AFFILIATE; AND (P) ADOPT POLICIES TO IMPLEMENT THE RESERVED POWERS OF HSSI. Form 990, Part VI, Line 11b Review of form 990 by governing body THE ORGANIZATION EMPLOYS CROWE LLP TO ASSIST IN THE OVERALL REVIEW AND ELECTRONIC SUBMISSION OF ITS FORM 990. CROWE LLP PROVIDES GUIDANCE IN IDENTIFYING CRITICAL ERRORS IN THE RETURN SUBMISSION AND FEEDBACK ON QUANTITATIVE AND QUALITATIVE RESPONSES. ADDITIONALLY, THE ORGANIZATION'S CFO PERFORMS A THOROUGH REVIEW OF THE RETURN AND REVIEWS IT WITH THE HOSPITAL'S CEO AND/OR SENIOR LEADERS BEFORE PRESENTING IT IN ITS ENTIRETY TO THE HOSPITAL BOARD FOR QUESTIONING AND REVIEW PRIOR TO THE RETURN'S SIGNING AND SUBMISSION TO THE IRS. Form 990, Part VI, Line 12c Conflict of interest policy THE ORGANIZATION IS SUBJECT TO THE CORPORATE COMPLIANCE PROGRAM AND CONFLICT OF INTEREST POLICY ("POLICY") OF HOSPITAL SISTERS HEALTH SYSTEM, AN ILLINOIS NOT FOR PROFIT CORPORATION EXEMPT FROM FEDERAL TAXATION UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. A REVISED CORPORATE COMPLIANCE PROGRAM AND CONFLICT OF INTEREST POLICY HAVE BEEN IMPLEMENTED SINCE JANUARY, 2009 TO MANAGE CONFLICTS OF INTEREST USING A SYSTEM-WIDE PROTOCOL FOR DISCLOSURE STATEMENTS. IN ACCORDANCE WITH THE ORGANIZATON'S CONFLICT OF INTEREST POLICY, ALL COVERED PERSONS HAVE A DUTY TO COMPLY WITH THE CONFLICT OF INTEREST POLICY FOR ANY CONTRACT, TRANSACTION, RELATIONSHIP, OR ACTIVITY CONTEMPLATED, ENTERED INTO, OR CONDUCTED AT HSHS OR ITS AFFILIATES. THE POLICY DEFINES COVERED PERSONS AS BOARD MEMBERS, BOARD COMMITTEE MEMBERS, OFFICERS, BOARD DESIGNEES, SENIOR MANAGEMENT, MEMBERS OF ANY COMMITTEE THAT OVERSEES THE APPROVAL OF PHARMACEUTICALS AND MEDICAL DEVICES, AND ANY OTHER INDIVIDUAL WHO HOLDS A POSITION OF TRUST. ON AN ANNUAL BASIS, HSHS DISCLOSES A COPY OF THE CONFLICT OF INTEREST POLICY (AND ALL CORRESPONDING PROCEDURES, GUIDELINES, FORMS, AND TOOLS) TO ALL COVERED PERSONS AND ADVISES ALL COVERED PERSONS IN WRITING OF ANY SUBSTANTIVE CHANGES TO THIS POLICY AND SUCH RELATED MATERIALS. COVERED PERSONS ARE REQUIRED TO REVIEW AND COMPLETE THE CORRESPONDING CONFLICT OF INTEREST STATEMENT. THE SYSTEM OFFICE VICE PRESIDENT - SYSTEM RESPONSIBILITY, VICE PRESIDENT - RISK & COMPLIANCE, OR MEMBERS OF THE AUDIT AND INTEGRITY COMMITTEE ("COMMITTEE") ARE AVAILABLE TO ANSWER ANY QUESTIONS A COVERED PERSON MAY HAVE. IN ADDITION, IF, AT ANY TIME AFTER SUBMITTING AN ANNUAL CONFLICT OF INTEREST STATEMENT, A COVERED PERSON BECOMES AWARE OF AN INTEREST THAT HE OR SHE WOULD HAVE HAD TO DISCLOSE AT THE ANNUAL INTERVAL, THE COVERED PERSON IS REQUIRED PROMPTLY TO DISCLOSE THE INTEREST TO THE COMMITTEE USING THE HSHS CONFLICT OF INTEREST DISCLOSURE STATEMENT. COMPLETED CONFLICT OF INTEREST STATEMENTS ARE SUBMITTED TO THE COMMITTEE, WHICH IS RESPONSIBLE FOR IDENTIFYING, ASSESSING, AND MANAGING CONFLICTS OF INTEREST THAT ARISE IN THE COURSE OF CONDUCTING THE AFFAIRS OF HSHS AND ITS AFFILIATES. IF THE COMMITTEE DETERMINES THAT A CONFLICT OF INTEREST EXISTS, THE CONFLICT OF INTEREST POLICY REQUIRES HSHS NOT TO ENGAGE IN, OR ENTER INTO A PROPOSED CONTRACT, TRANSACTION, RELATIONSHIP, ARRANGEMENT, OR ACTIVITY UNLESS THE COMMITTEE OR, WHERE NECESSARY, THE BOARD OF DIRECTORS (ACTING THROUGH ITS DISINTERESTED MEMBERS), HAS INVESTIGATED ALTERNATIVES TO THE PROPOSED CONTRACT, TRANSACTION, RELATIONSHIP, ARRANGEMENT, OR ACTIVITY AND, IN THE ABSENCE OF ALTERNATIVES THAT ARE IN THE BEST INTERESTS OF HSHS, HAS DETERMINED: 1. THAT, REGARDLESS OF WHETHER THE COVERED PERSON PARTICIPATES IN THE IMPLEMENTATION OF THE PROPOSED CONTRACT, TRANSACTION, RELATIONSHIP, ARRANGEMENT, OR ACTIVITY; 2. THE CONTRACT, TRANSACTION, ARRANGEMENT, OR ACTIVITY IS IN THE BEST INTERESTS OF HSHS; 3. THE CONTRACT, TRANSACTION, ARRANGEMENT, OR ACTIVITY IS FAIR AND REASONABLE FROM THE PERSPECTIVE OF HSHS; AND 4. HSHS CANNOT OBTAIN A MORE ADVANTAGEOUS CONTRACT, TRANSACTION, ARRANGEMENT, OR ACTIVITY WITH REASONABLE EFFORTS UNDER THE CIRCUMSTANCES. IN DETERMINING WHETHER A CONTRACT, TRANSACTION OR ARRANGEMENT IS FAIR AND REASONABLE TO HSHS, THE COMMITTEE SHALL CONSIDER, WHERE APPLICABLE: 1. APPRAISALS OR OTHER INDEPENDENT VALUATIONS OF THE FAIR MARKET VALUE OF THE CONTRACT, TRANSACTION, OR ARRANGEMENT; 2. INFORMATION REGARDING COMPARABLE CONTRACTS, TRANSACTIONS, OR ARRANGEMENTS BETWEEN UNRELATED PARTIES; 3. OFFERS FROM COMPARABLE COMPETING ENTITIES; AND/OR 4. STUDIES OF COMPARABLE COMPENSATION ARRANGEMENTS. IN ANY CASE IN WHICH THE COMMITTEE FINDS, AFTER TAKING THE STEPS DESCRIBED ABOVE, THAT HSHS SHOULD PARTICIPATE IN A PROPOSED TRANSACTION OR ARRANGEMENT DESPITE THE EXISTENCE OF A CONFLICT OF INTEREST, THE COMMITTEE SHALL DEVELOP, IMPLEMENT, MONITOR, AND ENFORCE COMPLIANCE WITH A CONFLICT MANAGEMENT PLAN FOR MANAGING THE CONFLICT OF INTEREST AS IT CONSIDERS NECESSARY FOR SUCH FINDINGS TO REMAIN VALID THROUGHOUT THE LIFE OF THE CONTRACT, TRANSACTION, RELATIONSHIP, ARRANGEMENT, OR ACTIVITY. ALL CONFLICT MANAGEMENT PLANS SHALL: 1. STATE THAT THE COMMITTEE WILL OVERSEE, MONITOR, AND ENFORCE COMPLIANCE WITH THE PLAN THROUGHOUT THE COURSE OF THE STUDY AND SPECIFY MEANS FOR DOING SO, INCLUDING, WITHOUT LIMITATION, THAT THE APPROPRIATE INDIVIDUALS MUST PROVIDE THE COMMITTEE WITH WRITTEN REPORTS PERTAINING TO COMPLIANCE WITH THE CONFLICT MANAGEMENT PLAN, THAT THE COMMITTEE SHALL HAVE THE RIGHT TO AUDIT THE STUDY FOR SUCH COMPLIANCE AND THE RIGHT TO IMPOSE SANCTIONS FOR NON-COMPLIANCE; 2. STATE THAT THE PLAN MUST BE SHARED WITH COVERED PERSON WHOSE INTERESTS IT WAS DEVELOPED TO MANAGE; 3. STATE THAT THE PLAN MUST BE SHARED WITH, AND PERIODIC REPORTS ON COMPLIANCE WITH THE PLAN MUST BE PROVIDED TO, THE BOARD, SENIOR MANAGEMENT, AND/OR GOVERNMENT AGENCIES; AND 4. PROVIDE FOR SUCH OTHER MANAGEMENT STEPS AND MECHANISMS THE COMMITTEE CONSIDERS NECESSARY AND APPROPRIATE. IN ADDITION TO THE COMMITTEE, THE SYSTEM OFFICE VICE PRESIDENTS OF SYSTEM RESPONSIBILITY AND RISK & COMPLIANCE MAY RETAIN SUCH INDEPENDENT ADVISORS OR EXPERTS AS DEEMED NECESSARY TO ASSIST IN MAKING ITS DETERMINATIONS AND DECISIONS. IF THE COMMITTEE DETERMINES THAT THE CONTEMPLATED TRANSACTION, RELATIONSHIP, ARRANGEMENT, OR ACTIVITY CANNOT PROCEED DUE TO A CONFLICT OF INTEREST, THE COMMITTEE SHALL INFORM THE APPLICABLE COVERED PERSON OR DECISION-MAKING BODY OF SUCH DETERMINATION WITHIN ONE WEEK OF THE COMMITTEE MEETING AT WHICH THE CONTEMPLATED TRANSACTION WAS DISCUSSED. THE COMMITTEE SHALL DOCUMENT ITS REJECTION OF THE CONTEMPLATED TRANSACTION IN THE COMMITTEE'S MEETING MINUTES. Form 990, Part VI, Line 15a Process to establish compensation of top management official THE COMPENSATION COMMITTEE (COMMITTEE) IS COMPRISED OF INDEPENDENT MEMBERS OF THE BOARD OF DIRECTORS. THE COMMITTEE DEVELOPS A COMPENSATION PHILOSOPHY FOR THE SYSTEM AND ALL AFFILIATES. THE COMMITTEE SELECTS AND HIRES THE INDEPENDENT COMPENSATION CONSULTANT TO DEVELOP COMPARABILITY DATA AND ADVISE THE COMMITTEE DURING ITS DELIBERATIONS REGARDING ALL ELEMENTS OF TOTAL COMPENSATION FOR ALL HSHS EXECUTIVES, (the top management official, other officers and key employees). SULLIVAN COTTER, THE CONSULTANTS UTILIZED BY THE COMMITTEE, USE DATA FROM MULTIPLE TAX-EXEMPT PEER GROUP SOURCES TO DETERMINE SALARY RANGES, INCENTIVE OPPORTUNITY RANGES AND BENEFITS FOR THE HSHS executives. SULLIVAN COTTER THEN ASSISTS THE COMMITTEE IN PREPARING CONTEMPORANEOUS DOCUMENTATION OF ALL ACTIONS. EACH COMMITTEE MEETING IS CONDUCTED WITH THE INTENT TO CREATE A REBUTTABLE PRESUMPTION OF REASONABLENESS FOR ALL ELEMENTS OF EXECUTIVE TOTAL COMPENSATION. THE CHAIRMAN MAKES THIS DECLARATION AND ALSO INQUIRES IF THERE ARE ANY CONFLICTS OF INTEREST BY ANY ATTENDEES. ANY CONFLICTS ARE DISCLOSED AND THE COMMITTEE THEN ACTS IN A MANNER TO AVOID ANY CONFLICTED INDIVIDUAL PARTICIPATING IN ANY MANNER WHERE A CONFLICT MIGHT EXIST. AT THE END OF THE MEETING, THE COMMITTEE PREPARES CONTEMPORANEOUS MINUTES THAT RECORD ALL ACTIONS TAKEN DURING THE MEETING. Form 990, Part VI, Line 15b Process to establish compensation of other employees PLEASE SEE RESPONSE TO FORM 990, PART VI, LINE 15A. Form 990, Part VI, Line 19 Required documents available to the public BOARD-APPROVED FINANCIAL STATEMENTS ARE MADE AVAILABLE TO THE PUBLIC UPON REQUEST. THE GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE NOT MADE AVAILABLE TO THE GENERAL PUBLIC AT THIS TIME. Form 990, Part X, Line 11 Pooled Investments THE ORGANIZATION'S CASH RESERVES ARE INVESTED IN A POOLED INVESTMENT ACCOUNT MAINTAINED BY HOSPITAL SISTERS HEALTH SYSTEM ("HSHS"). PARTICIPATION IN THE POOLED INVESTMENT FUND IS LIMITED TO THE 501(C)(3) HOSPITALS AND RELATED HEALTH SERVICES ORGANIZATIONS SPONSORED BY THE HOSPITAL SISTERS HEALTH SYSTEM. THE POOLED ACCOUNT CONSISTS OF CASH, EQUITY AND DEBT SECURITIES THAT ARE PUBLICLY TRADED. IN ACCORDANCE WITH THE PROVISIONS OF STATEMENT OF FINANCIAL ACCOUNTING STANDARDS ("SFAS") NO. 124, "ACCOUNTING FOR CERTAIN INVESTMENTS HELD BY NOT-FOR-PROFIT ORGANIZATIONS", INVESTMENTS IN EQUITY SECURITIES WITH READILY DETERMINABLE FAIR VALUES AND ALL INVESTMENTS IN DEBT SECURITIES ARE REPORTED AT FAIR VALUE ON THE BALANCE SHEET. INCOME and REALIZED AND UNREALIZED GAINS AND LOSSES ARE POOLED AND ALLOCATED TO THE PARTICIPANTS. INDIVIDUAL COMPONENTS OF ASSETS AND REVENUE ARE NOT IDENTIFIED TO THE INDIVIDUAL HOSPITAL PARTICIPANTS. Form 990, Part XI, Line 9 Other changes in net assets or fund balances Mark to Market Pension Adjustment - -10083; Pension Related Changes other than Net Periodic - -2006; Transfer (to) from affiliates - -10389; SCHEDULE O Affiliated Health System DISCLOSURE Headquartered in Springfield, Illinois, Hospital Sisters Health System (HSHS) is a highly integrated, multi-institutional health care system comprised of 15 hospitals and more than 200 physician practice sites in Illinois and Wisconsin. HSHS is sponsored by Hospital Sisters Ministries (HSM), which is a public juridic person of the Roman Catholic Church. HSHS continues the health care ministries begun by its founders, the Hospital Sisters of St. Francis, more than 140 years ago, in rural and midsized communities throughout Illinois and Wisconsin. HSHS provides compassionate, holistic, high quality, and cost-effective health care through its acute care hospitals, physician practices, home health programs, palliative and hospice programs, and community outreach services. In addition, HSHS affiliated hospitals include critical access facilities that offer essential health services that otherwise would not be available in many communities. Our mission calls us to reveal and embody Christ's healing love for all people, and we extend our high-quality Franciscan health care ministry beyond the walls of our hospitals by providing community health improvement services with special emphasis on the poor and vulnerable. In addition to providing community health improvement services to the broader community, HSHS cares for everyone who comes to its facilities, regardless of their ability to pay. In tandem with a variety of cross sector community partners, HSHS's Community Benefit initiatives are strategically planned and professionally implemented to improve access to health care services; enhance the health of the community; advance medical or general health care knowledge; and relieve or reduce the burden of government to improve health. In FY2024, HSHS collectively provided $259.6 million in Community Benefit (8.1% of total hospital expenses). Of the total Community Benefit provided, HSHS provided $2.8 million for Financial Assistance (aka Charity Care) and $191.3 million for unreimbursed care provided as part of the Medicaid program. In addition, HSHS hospitals committed significant resources to treat Medicare patients. The cost of providing services to primarily elderly beneficiaries of the Medicare program - in excess of governmental and managed care contract payments - was $379.4 million. HSHS hospitals also recorded $72.8 million in uncollectible accounts. While HSHS does not count the latter two amounts as Community Benefit, they nonetheless reflect our commitment to serving all persons in need of care. In addition to the dollars invested in our Community Benefit programs, HSHS continues to reinvest any surplus revenue from operations and investments into new medical technology, facility infrastructure and health care services in our communities. By doing so, we ensure our ability to meet the ongoing demand for high quality, efficient and easily accessible health care. HOSPITAL SISTERS HEALTH SYSTEM 4936 LAVERNA ROAD SPRINGFIELD IL 62707 371058692 HEALTHCARE IL 501(c)(3) Type III-FI NA false HOSPITAL SISTERS OF ST FRANCIS FOUNDATION INC 4936 LAVERNA ROAD SPRINGFIELD IL 62707 371186514 HEALTHCARE IL 501(c)(3) 7 HSHS true HOSPITAL SISTERS HEALTHCARE-WEST INC 2661 COUNTY HIGHWAY 1 CHIPPEWA FALLS WI 54729 510157933 HEALTHCARE WI 501(c)(3) Type I HSSI true SACRED HEART HOSPITAL OF HOSPITAL SISTERS OF THIRD ORDER OF ST FRANCIS 990 WEST CLAIREMONT AVENUE EAU CLAIRE WI 54701 390807060 HEALTHCARE WI 501(c)(3) 3 HSSI true ST ANTHONY'S MEMORIAL HOSPITAL OF THE HOSPITAL SISTERS OF THE THIRD ORDER O F ST FRANCIS 503 N MAPLE STREET EFFINGHAM IL 62401 370661233 HEALTHCARE IL 501(c)(3) 3 HSSI true ST ELIZABETH'S HOSPITAL OF THE HOSPITAL SISTERS OF THE THIRD ORDER OF ST FR ANCIS ONE ST ELIZABETHS BLVD OFALLON IL 62269 370663567 HEALTHCARE IL 501(c)(3) 3 HSSI true ST NICHOLAS HOSPITAL OF THE HOSPITAL SISTERS OF THE THIRD ORDER OF ST FRANC IS 3100 SUPERIOR AVENUE SHEBOYGAN WI 53081 390808480 HEALTHCARE WI 501(c)(3) 3 HSSI true ST JOHN'S HOSPITAL OF THE HOSPITAL SISTERS OF THE THIRD ORDER OF ST FRANCIS 800 EAST CARPENTER STREET SPRINGFIELD IL 62769 370661238 HEALTHCARE IL 501(c)(3) 3 HSSI true ST JOSEPH'S HOSPITAL OF THE HOSPITAL SISTERS OF THE THIRD ORDER OF ST FRANC IS 9515 HOLY CROSS LANE BREESE IL 62230 371208459 HEALTHCARE IL 501(c)(3) 3 HSSI true ST JOSEPH'S HOSPITAL OF THE HOSPITAL SISTERS OF THE THIRD ORDER OF ST FRANC IS 2661 COUNTY HIGHWAY 1 CHIPPEWA FALLS WI 54729 390810545 HEALTHCARE WI 501(c)(3) 3 HSSI true ST MARY'S HOSPITAL DECATUR OF THE HOSPITAL SISTERS OF THE THIRD ORDER OF ST FRANCIS 1800 E LAKE SHORE DRIVE DECATUR IL 62521 370661244 HEALTHCARE IL 501(c)(3) 3 HSSI true ST MARY'S HOSPITAL MEDICAL CENTER OF GREEN BAY INC - HOSPITAL SISTERS 1762 SHAWANO AVENUE GREEN BAY WI 54303 390818682 HEALTHCARE WI 501(c)(3) 3 HSSI true ST VINCENT HOSPITAL OF THE HOSPITAL SISTERS OF THE THIRD ORDER OF ST FRANCI S 835 S VAN BUREN GREEN BAY WI 51301 390817529 HEALTHCARE WI 501(c)(3) 3 HSSI true ST JOSEPH'S HOSPITAL OF THE HOSPITAL SISTERS OF THE THIRD ORDER OF ST FRANC IS 12866 TROXLER AVENUE HIGHLAND IL 62249 370663568 HEALTHCARE IL 501(c)(3) 3 HSSI true ST FRANCIS HOSPITAL SISTERS OF THE THIRD ORDER OF ST FRANCIS 1215 FRANCISCAN DRIVE LITCHFIELD IL 62056 370661236 HEALTHCARE IL 501(c)(3) 3 HSSI true HOSPITAL SISTERS SERVICES INC 4936 LAVERNA ROAD SPRINGFIELD IL 62707 371163402 HEALTHCARE IL 501(c)(3) Type III-FI HSHS true HSHS MEDICAL GROUP INC 3051 HOLLIS DRIVE SPRINGFIELD IL 62704 263956318 HEALTHCARE IL 501(c)(3) Type III-FI HSSI true HSHS WISCONSIN MEDICAL GROUP INC 3051 HOLLIS DRIVE SPRINGFIELD IL 62704 264515959 HEALTHCARE WI 501(c)(3) Type III-FI HSSI true ORANGE CROSS AMBULANCE INC 919 ASHLAND AVENUE SHEBOYGAN WI 53081 391860942 HEALTHCARE WI 501(c)(3) 10 ST NICHOLAS true UNITY LIMITED PARTNERSHIP 2366 OAK RIDGE CIRCLE DE PERE WI 54115 391750729 HEALTHCARE WI 501(c)(3) 10 HSSI true ST CLARE MEMORIAL HOSPITAL INC 855 S MAIN STREET OCONTO FALLS WI 54154 390848401 HEALTHCARE WI 501(c)(3) 3 HSSI true HSHS HOLY FAMILY HOSPITAL 200 HEALTHCARE DRIVE GREENVILLE IL 62246 370792770 HEALTHCARE IL 501(c)(3) 3 HSSI true UTLAUT MEMORIAL FOUNDATION 200 HEALTHCARE DRIVE GREENVILLE IL 62246 371140166 FUNDRAISING IL 501(c)(3) Type II HSSI true HSHS GOOD SHEPHERD HOSPITAL INC 200 SOUTH CEDAR STREET SHELBYVILLE IL 62565 370512290 HEALTHCARE IL 501(c)(3) 3 HSSI true HOSPITAL SISTERS MISSION OUTREACH CORPORATION 4849 LAVERNA ROAD SPRINGFIELD IL 62707 352271729 RECYCLING MEDICAL SUPPLIES IL 501(c)(3) HSHS true PRAIRIE CARDIOVASCULAR CONSULTANTS LTD 3051 HOLLIS DRIVE SPRINGFIELD IL 62704 371071858 HEALTHCARE IL 501(c)(3) 10 HSSI true PRAIRIE HEART INSTITUTE MANAGEMENT COMPANY LLC 4936 LAVERNA ROAD SPRINGFIELD IL 62707 261479945 MEDICAL IL HSHS Related 0 0 false true 1 KIARA INC 4936 LAVERNA ROAD SPRINGFIELD IL 62707 371163401 HEALTHCARE IL HSHS C Corporation 953484 19065022 1 true LASANTE WISCONSIN INC 4936 LAVERNA ROAD SPRINGFIELD IL 62707 391572196 HEALTHCARE IL KIARA INC C Corporation true LASANTE INC 4936 LAVERNA ROAD SPRINGFIELD IL 62707 371163400 HEALTHCARE IL KIARA INC C Corporation true PREVEA HEALTH SERVICES INC 2710 EXECUTIVE DRIVE GREEN BAY WI 54304 391839351 HEALTHCARE WI HSSI C Corporation -678213 23739679 0.5 true PREVEA CLINIC INC 2710 EXECUTVE DRIVE GREEN BAY WI 54304 391839349 HEALTHCARE WI PHSI C Corporation true RENAISSANCE QUALITY INSURANCE LTD PO BOX 1159 GRAND CAYMAN CJ KY11102 980669953 INSURANCE CJ HSSI C Corporation 0 204854765 1 true false false true false false false false false true false true false false false true false false true false Schedule R, Part VII Related Organizations Due to the increasingly complex organization structure of Hospital Sisters Health System and Affiliates, the filing organization has elected to report all tax-exempt organizations, partnerships, and corporations within Hospital Sisters Health System as related, regardless of ownership interest or "control" as defined by the instructions to Schedule R. The intent of this reporting is to promote transparency and increase consistency across the numerous Form 990 submissions by Hospital Sisters Health System and Affiliates.