2025-05-06T14:06:55-05:00 2024-06-30 990 2023-07-01 371532148 BRAINERD MEDICAL CENTER INC BRAI 2188282880 2024 S 6TH ST BRAINERD MN 56401 KEVIN BOREN VICE PRESIDENT, FINANCE 2188282880 2025-05-06 0 2023 2025-03-06 01:10:19Z ESSENTIA HEALTH BRAINERD SPECIALTY CLINIC SANDY ZUTZ-WICZEK 2024 S 6TH ST BRAINERD MN 56401 31798929 0 X WWW.ESSENTIAHEALTH.ORG X 2006 MN WE ARE CALLED TO MAKE A HEALTHY DIFFERENCE IN PEOPLE'S LIVES. 12 10 213 49 472345 138672 0 78 24554527 30112885 0 0 286261 380059 24840788 30493022 500 0 0 0 10543163 11601867 0 0 0 15112855 22200312 25656518 33802179 -815730 -3309157 12435820 12603747 56806996 60284080 -44371176 -47680333 X WE ARE CALLED TO MAKE A HEALTHY DIFFERENCE IN PEOPLE'S LIVES. 0 0 18682551 20452089 ESSENTIA HEALTH BRAINERD PHARMACY OPERATES SIX RETAIL PHARMACIES SERVING BOTH PATIENTS AND NON-PATIENTS OF ESSENTIA HEALTH BRAINERD SPECIALTY CLINIC AND ESSENTIA HEALTH BAXTER SPECIALTY CLINIC. THE PHARMACY FILLED APPROXIMATELY 270,000 PRESCRIPTIONS DURING THE FISCAL YEAR ENDED JUNE 30, 2024. 11534840 9660796 BRAINERD MEDICAL CENTER, INC., DBA ESSENTIA HEALTH BRAINERD SPECIALTY CLINIC, IS ORGANIZED AND OPERATED EXCLUSIVELY FOR CHARITABLE, RELIGIOUS, EDUCATIONAL, AND SCIENTIFIC PURPOSES. MORE SPECIFICALLY, ESSENTIA HEALTH BRAINERD SPECIALTY CLINIC OPERATES A MEDICAL CLINIC THAT PROVIDES PROFESSIONAL AND OTHER HEALTH CARE SERVICES, INCLUDING CHARITABLE CARE TO PERSONS UNABLE TO PAY.ESSENTIA HEALTH BRAINERD SPECIALTY CLINIC EMPLOYS APPROXIMATELY 50 FULL TIME EQUIVALENTS INCLUDING PHYSICIANS WHO PROVIDE SERVICES IN GYNECOLOGY, OBSTETRICS, SLEEP LAB AND OUTPATIENT TREATMENT. THE CLINIC IS ALSO ACCREDITED BY THE JOINT COMMISSION.ESSENTIA HEALTH BRAINERD SPECIALTY CLINIC HAD OVER 6,000 ENCOUNTERS DURING THE FISCAL YEAR ENDED JUNE 30, 2024.DURING THE FISCAL YEAR ENDED JUNE 30, 2024, ESSENTIA HEALTH BRAINERD SPECIALTY CLINIC PROVIDED THE FOLLOWING COMMUNITY BENEFITS: $50,000 IN CHARITY CARE, $2.8 MILLION COSTS IN EXCESS OF MEDICAID PAYMENTS, AND $57,000 IN HEALTH PROFESSION EDUCATION.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"). 30217391 1 0 0 0 0 0 0 0 0 0 1 0 1 0 1 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 1 0 0 1 X 0 0 213 1 1 1 0 0 0 0 0 0 0 0 0 0 0 X 12 10 1 0 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 1 1 MN X KEVIN BOREN 2188282880 2024 S 6TH ST BRAINERD MN 56401 JONATHAN VALESANO MD PHYSICIAN 60.00 0.00 X 1283278 4563 64459 ROBERT POSCH MD PHYSICIAN 60.00 0.00 X 1291652 0 47636 CHRISTOPHER METZ MD PHYSICIAN & SECTION CHAIR 60.00 0.00 X 1115331 0 66910 ABY PHILIP MD PHYSICIAN & SECTION CHAIR 60.00 0.00 X 1016169 0 65909 TRACI MORRIS TREASURER/REL ORG CHIEF FINCL OFF 1.00 59.00 X 0 900190 125852 KEVIN CASEY MD CHIEF MEDICAL OFFICER THRU 10/23 1.00 59.00 X 0 828826 141717 AMY LELWICA MD PHYSICIAN & SECTION CHAIR 60.00 0.00 X 903787 0 59205 MICHAEL WATTERS SECRETARY/REL ORG CHIEF LEGAL OFF 1.00 59.00 X 0 645998 132655 TROY DUININCK MD BD DIRECTOR/PHYSICIAN & DIV CHAIR 49.00 11.00 X 569417 0 65272 KEVIN BOREN VICE PRESIDENT, FINANCE 1.00 59.00 X 0 482367 105611 TODD DEFREECE SENIOR VICE PRESIDENT, OPERATIONS 1.00 59.00 X 0 307414 77657 JAN BALDWIN MD BOARD DIRECTOR/RELATED ORG PHYSICIAN 1.00 59.00 X 0 314140 51815 SARA LOKSTAD MD ASSOCIATE CHIEF MEDICAL OFFICER 1.00 59.00 X 320356 0 20866 SANDY ZUTZ-WICZEK ADMINISTRATOR 58.00 2.00 X 270678 0 50892 MICHAEL LARSON SENIOR VP, OPERATIONS THRU 6/23 1.00 59.00 X 0 264107 34076 MELISSA MCKAY REGIONAL NURSING DIRECTOR 1.00 59.00 X 0 218794 46622 PETER HENRY MD FORMER CHIEF MEDICAL OFFICER 60.00 0.00 X 118625 0 8098 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 6889293 4022399 1165252 116 1 1 0 0 78 78 RETAIL PHARMACY 456110 20452089 20452089 MULTI-SPECIALTY CLINIC 621110 9414861 9414861 INVESTMENT IN AMBULATORY SURGERY 900099 245935 48609 197326 30112885 105040 0 105040 105040 105040 1580926 1305907 275019 275019 30493022 29915559 472345 105040 X 328955 328955 9560644 9246298 314346 411630 391112 20518 798567 774052 24515 502071 467505 34566 547672 401754 145918 185484 136237 49247 32962 31878 1084 190404 184144 6260 57154 51479 5675 6606 1432 5174 198854 198854 643216 622068 21148 64860 64484 376 UNRELATED BUSINESS INCO 305153 305153 MEDICAL SUPPLIES 15658293 15658293 AFFILIATE SUPPORT FEE 2667315 1326189 1341126 AFFILIATE EXP & REVENUE 983235 12618 970617 659104 648994 10110 33802179 30217391 3584788 0 3514 3513 2041359 2839215 1490424 1652181 17508853 12289281 6113389 5219572 2032811 2209995 719682 654257 34641 25014 12435820 12603747 2555456 2539186 4906883 4719501 49344657 53025393 56806996 60284080 X -44371176 -47680333 -44371176 -47680333 12435820 12603747 -3309157 0 X 0 1 X 1 0 X 260468 260468 13288664 8686098 4602566 3090843 2750460 340383 868878 852723 16155 5219572 EQUITY INVESTMENT IN BRAINERD LAKES SURGERY CENTER 2209995 F 2209995 PAYABLES TO RELATED TAX-EXEMPT ORGANIZATIONS 53001175 OPERATING LEASES 24218 53025393 X X X 1 1 0 0 0 0 0 0 0 JONATHAN VALESANO MD PHYSICIAN 1282447 4563 0 0 831 0 26400 0 38059 0 1347737 4563 0 0 ROBERT POSCH MD PHYSICIAN 1285553 0 0 0 6099 0 24041 0 23595 0 1339288 0 0 0 CHRISTOPHER METZ MD PHYSICIAN & SECTION CHAIR 1102429 0 8000 0 4902 0 26400 0 40510 0 1182241 0 0 0 ABY PHILIP MD PHYSICIAN & SECTION CHAIR 1015378 0 0 0 791 0 26400 0 39509 0 1082078 0 0 0 TRACI MORRIS TREASURER/REL ORG CHIEF FINCL OFF 0 669563 0 146723 0 83904 0 123590 0 2262 0 1026042 0 63527 KEVIN CASEY MD CHIEF MEDICAL OFFICER THRU 10/23 0 544746 0 151370 0 132710 0 111701 0 30016 0 970543 0 0 AMY LELWICA MD PHYSICIAN & SECTION CHAIR 893441 0 8000 0 2346 0 26400 0 32805 0 962992 0 0 0 MICHAEL WATTERS SECRETARY/REL ORG CHIEF LEGAL OFF 0 489927 0 111318 0 44753 0 93066 0 39589 0 778653 0 28999 TROY DUININCK MD BD DIRECTOR/PHYSICIAN & DIV CHAIR 567968 0 0 0 1449 0 26400 0 38872 0 634689 0 0 0 KEVIN BOREN VICE PRESIDENT, FINANCE 0 407946 0 46603 0 27818 0 64653 0 40958 0 587978 0 22151 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 SARA LOKSTAD MD ASSOCIATE CHIEF MEDICAL OFFICER 319869 0 0 0 487 0 19234 0 1632 0 341222 0 0 0 SANDY ZUTZ-WICZEK ADMINISTRATOR 250683 0 19408 0 587 0 12237 0 38655 0 321570 0 0 0 MICHAEL LARSON SENIOR VP, OPERATIONS THRU 6/23 0 162374 0 69751 0 31982 0 20329 0 13747 0 298183 0 25201 MELISSA MCKAY REGIONAL NURSING DIRECTOR 0 218589 0 0 0 205 0 11379 0 35243 0 265416 0 0 PETER HENRY MD FORMER CHIEF MEDICAL OFFICER 98223 0 0 0 20402 0 7876 0 222 0 126723 0 20402 0 PART I, LINE 3 ESTABLISHING CEO'S COMPENSATION: ESSENTIA HEALTH, AS A RELATED ORGANIZATION, USED THE FOLLOWING METHODS TO ESTABLISH ESSENTIA HEALTH BRAINERD SPECIALTY CLINIC'S ADMINISTRATOR'S COMPENSATION: A COMPENSATION COMMITTEE, COMPENSATION SURVEY OR STUDY, AND APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE. PART I, LINES 4A-B SEVERANCE PAYMENT: KEY EMPLOYEE KEVIN CASEY, MD RECEIVED PAYMENTS TOTALING $129,325 IN CALENDAR YEAR 2023 RELATED TO A TERMINATION AGREEMENT. UNDER THE TERMS OF THE AGREEMENT, CASEY WILL RECEIVE PAY TOTALING $1,029,319 & BENEFITS TOTALING $33,928 FROM OCTOBER 9, 2023 TO APRIL 8, 2025. ALL OTHER INDIVIDUALS LISTED AS FORMERS IN FORM 990, PART VII, SECTION A, LINE 1A DID NOT RECEIVE A SEVERANCE PAYMENT DURING CALENDAR YEAR 2023. THESE INDIVIDUALS REMAIN EMPLOYED WITHIN ESSENTIA HEALTH AND ITS SUBSIDIARIES. 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: TRACI MORRIS $79,902 MICHAEL WATTERS $33,314 KEVIN BOREN $25,627 MICHAEL LARSON $25,201 PETER HENRY, MD $20,402 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: TRACI MORRIS $97,190 KEVIN CASEY, MD $85,301 MICHAEL WATTERS $68,732 KEVIN BOREN $38,253 TODD DEFREECE $44,003 MICHAEL LARSON $6,975 FORM 990, PART V, LINE 1A: 1099 REPORTING: VENDOR PAYMENTS AND FORM 1099S WERE PROCESSED THROUGH ESSENTIA HEALTH ON BEHALF OF THE LEGAL ENTITIES COMPRISING ESSENTIA HEALTH. FORM 990, PART VI, SECTION A, LINE 2 BUSINESS RELATIONSHIP: KEY EMPLOYEE SARA LOKSTAD, MD AND OFFICER SANDY ZUTZ-WICZEK HAVE A BUSINESS RELATIONSHIP IN BRAINERD LAKES SURGERY CENTER. 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 AND BYLAWS OF ESSENTIA HEALTH BRAINERD SPECIALTY CLINIC WERE AMENDED TO UPDATE THE SOLE MEMBER TO ESSENTIA HEALTH AND CLARIFY AND UPDATE THE RESERVED POWERS OF ESSENTIA HEALTH. THE BYLAWS WERE AMENDED TO MODIFY THE COMPOSITION OF THE BOARD OF DIRECTORS TO CONSIST OF THE SAME INDIVIDUALS WHO SERVE ON THE ESSENTIA HEALTH EAST BOARD OF DIRECTORS. FORM 990, PART VI, SECTION A, LINE 6 MEMBER OF ORGANIZATION: ESSENTIA HEALTH IS THE SOLE MEMBER OF ESSENTIA HEALTH BRAINERD SPECIALTY CLINIC. ESSENTIA HEALTH HAS RESERVED POWERS WITH RESPECT TO ESSENTIA HEALTH BRAINERD SPECIALTY CLINIC AS DESCRIBED IN SCHEDULE O, PART VI, LINES 7A & 7B. FORM 990, PART VI, SECTION A, LINE 7A MEMBER WITH RIGHT TO ELECT GOVERNING BODY: ESSENTIA HEALTH BRAINERD SPECIALTY CLINIC'S GOVERNING BODY CONSISTS OF THE SAME INDIVIDUALS SERVING ON ESSENTIA HEALTH EAST'S BOARD OF DIRECTORS. ESSENTIA HEALTH, AS THE SOLE MEMBER OF ESSENTIA HEALTH EAST, HAS THE POWER TO APPOINT AND REMOVE ESSENTIA HEALTH EAST'S GOVERNING BODY. FORM 990, PART VI, SECTION A, LINE 7B MEMBER WITH RIGHT TO APPROVE GOVERNING BODY DECISION: 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 AND ACQUISITIONS. AUTHORITY TO CAUSE, AND TO APPROVE, ALL MERGERS, CONSOLIDATIONS, AND DISSOLUTIONS OF THE CORPORATION. (G) AFFILIATIONS AND JOINT VENTURES. AUTHORITY TO CAUSE, AND TO APPROVE, ALL AFFILIATIONS, JOINT VENTURES, AND OTHER ALLIANCES WITH THIRD PARTIES BY THE CORPORATION. (H) 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 (I) THAT WOULD CAUSE IT TO BE IN DEFAULT OF ITS COVENANTS OR OBLIGATIONS UNDER ANY BOND OR OTHER FINANCING DOCUMENTS, (II) FROM THE CATHOLIC ENTITIES TO THE SECULAR ENTITIES OR FROM THE SECULAR ENTITIES TO THE CATHOLIC ENTITIES IN A MANNER OR TO AN EXTENT THAT WOULD CAUSE THE CATHOLIC ENTITIES TO BE IN VIOLATION OF THE ETHICAL AND RELIGIOUS DIRECTIVES FOR CATHOLIC HEALTH CARE SERVICES ("ERDS"), IN THE JUDGMENT OF THE LOCAL ORDINARY, OR (III) SUCH THAT MONEY GENERATED BY SERVICES AT SECULAR FACILITIES WITHIN THE SYSTEM BY PROCEDURES THAT ARE CONTRARY TO THE ERDS WOULD BE USED AT THE CATHOLIC ENTITIES OR MONEY GENERATED BY THE CATHOLIC ENTITIES WOULD BE USED IN THE PROVIDING OF SERVICES CONTRARY TO THE ERDS AT SECULAR FACILITIES WITHIN THE SYSTEM. (I) 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 ASSET'S VALUE EXCEEDS THE SINGLE OR AGGREGATE LIMITS PRESCRIBED IN WRITING BY THE MEMBER'S BOARD OF DIRECTORS. (J) SERVICES. AUTHORITY TO CAUSE, AND TO APPROVE, THE OFFERING OR DISCONTINUANCE OF SERVICES AND SERVICE LOCATIONS BY THE CORPORATION. (K) BUDGETS. APPROVAL OF THE CORPORATION'S CAPITAL AND OPERATING BUDGETS. (L) PROFESSIONAL SERVICES. SELECTION OF THE CORPORATION'S GENERAL LEGAL COUNSEL AND EXTERNAL AUDITORS. (M) CORPORATE ACQUISITIONS. AUTHORITY TO CAUSE, AND TO APPROVE, ALL CORPORATE ACQUISITIONS BY THE CORPORATION. (N) MARKETING. THE CORPORATION'S PARTICIPATION IN SYSTEM-WIDE MARKETING AND PROMOTIONAL ACTIVITIES. (O) COMPLIANCE PLANS. AUTHORITY TO CREATE, APPROVE AND AMEND THE CORPORATION'S COMPLIANCE, SAFETY AND RISK MANAGEMENT PLANS. (P) QUALITY PLAN. AUTHORITY TO CREATE, APPROVE AND AMEND THE CORPORATION'S QUALITY PLAN. (Q) 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. (R) HUMAN RESOURCES. AUTHORITY TO CREATE, APPROVE AND AMEND THE CORPORATION'S HUMAN RESOURCE POLICIES AND PROCEDURES. (S) SYSTEM COMPENSATION. AUTHORITY, ON BEHALF OF THE CORPORATION, TO DEVELOP AND IMPLEMENT COMPENSATION STRATEGIES, POLICIES, AND PROCEDURES ON A SYSTEM-WIDE BASIS. 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 BRAINERD SPECIALTY CLINIC'S SENIOR VICE PRESIDENT OF OPERATIONS, AND IN 2023 FOR ITS VICE PRESIDENT OF FINANCE, ADMINISTRATOR, AND REGIONAL NURSING DIRECTOR. 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 BRAINERD SPECIALTY CLINIC'S ASSOCIATE CHIEF MEDICAL OFFICER. 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). FORM 990, PART IX, LINE 24D: AFFILIATE REVENUE AND EXPENSE ALLOCATION: ESSENTIA HEALTH DULUTH, ESSENTIA HEALTH ST. MARY'S MEDICAL CENTER, AND THE DULUTH CLINIC, LTD. ALLOCATE CERTAIN REVENUES AND EXPENSES DIRECTLY TO ESSENTIA HEALTH DULUTH, ESSENTIA HEALTH ST. MARY'S MEDICAL CENTER, THE DULUTH CLINIC, LTD., ESSENTIA HEALTH SANDSTONE, ESSENTIA HEALTH ST. MARY'S HOSPITAL-SUPERIOR, ESSENTIA HEALTH NORTHERN PINES, ESSENTIA HEALTH POLINSKY MEDICAL REHABILITATION CENTER, ESSENTIA HEALTH DEER RIVER, ESSENTIA HEALTH VIRGINIA, ESSENTIA HEALTH SURGERY CENTERS, ESSENTIA HEALTH MOOSE LAKE, ESSENTIA HEALTH ST. JOSEPH'S MEDICAL CENTER, AND ESSENTIA HEALTH BRAINERD SPECIALTY CLINIC, ALL RELATED ORGANIZATIONS. NET AFFILIATE REVENUE AND EXPENSE ALLOCATIONS OF $983,235 INCLUDE THE FOLLOWING TYPES OF REVENUE AND EXPENSES: PATIENT REVENUE; NONPATIENT REVENUE; AMORTIZATION AND DEPRECIATION; INTEREST; PROFESSIONAL FEES; PURCHASED SERVICES; REPAIRS AND MAINTENANCE; SALARIES, WAGES, AND RELATED BENEFITS; SUPPLIES; UTILITIES; AGENCY FEES; PROVIDER AND OTHER TAXES; AND OTHER EXPENSES. 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 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 DULUTH CLINIC HEALTH SYSTEM 502 E 2ND ST DULUTH MN 55805 411836633 SUPPORTING ORG MN 501(C)(3) LINE 12B, II 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 1 0 0 0 0 0 0 0 0 0 1 0 0 1 1 0 0 ESSENTIA HEALTH M 2667315 ACTUAL COSTS ESSENTIA HEALTH P 898000 ACTUAL COSTS 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