2026-07-15T01:25:33-05:00 2025-08-31 861065772 DELOITTE TAX LLP 50 SOUTH SIXTH STREET SUITE 2800 MINNEAPOLIS MN 55402 990 2025-01-01 550753754 CAMC HEALTH EDUCATION AND RESEARCH INSTITUTE INC CAMC 3043889900 PO BOX 1547 CHARLESTON WV 253261547 SHARON A HALL PRESIDENT 3043889900 2026-07-14 1 ANNE FULTON P00941863 6123974000 2025 2025-03-06 01:10:19Z X CAMC INSTITUTE FOR ACADEMIC MEDICINE SHARON A HALL 3211 MACCORKLE AVE SE CHARLESTON WV 25304 10414616 0 X WWW.CAMCINSTITUTE.ORG X 1996 WV TO PROVIDE EDUCATION OPPORTUNITIES AND PERFORM RESEARCH TO BENEFIT THE COMMUNITY. X 17 4 0 5 0 0 2983448 1792327 4617696 2843506 0 0 8297701 5778783 15898845 10414616 296943 0 0 0 11159083 6610684 0 0 0 6036021 3540747 17492047 10151431 -1593202 263185 6446945 0 4881889 0 1565056 0 DEDICATED TO IMPROVING HEALTH THROUGH RESEARCH, EDUCATION AND COMMUNITY HEALTH DEVELOPMENT. 0 0 2881444 3886300 THE ORGANIZATION MANAGES CHARLESTON AREA MEDICAL CENTER, INC.'S ("CAMC") GRADUATE MEDICAL EDUCATION AND NURSE ANESTHESIA PROGRAMS, AND CONDUCTS A VARIETY OF PROFESSIONAL EDUCATION AND TRAINING PROGRAMS FOR CAMC HEALTHCARE PROFESSIONALS AS WELL AS HEALTHCARE PROFESSIONALS THROUGHOUT THE STATE OF WEST VIRGINIA. 3118887 4480292 PROVISION OF SERVICES PERTAINING TO VARIOUS RESEARCH ACTIVITIES INCLUDING CENTERS FOR CLINICAL TRIALS AND CANCER RESEARCH, HEALTH SERVICES AND OUTCOMES RESEARCH, TRAUMA RESEARCH AND OTHER HEALTH RELATED RESEARCH CENTERS OF EXCELLENCE. 1021243 255697 PROVISION OF VARIOUS HEALTH PROGRAMS DESIGNED TO IMPROVE HEALTH EDUCATION AND AWARENESS IN THE STATE AND LOCAL COMMUNITIES. 7021574 1 1 0 0 0 0 0 0 0 1 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 1 0 0 1 1 1 0 0 1 57 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 X 17 4 1 0 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 WV X JEFF SANDENE 3043887603 501 MORRIS STREET CHARLESTON WV 25301 DAVID L RAMSEY DIRECTOR 1.00 56.00 X 0 1998409 170480 GLENN CROTTY JR MD DIRECTOR 1.00 63.50 X 0 1214770 49833 KRISTI SNYDER DIRECTOR 1.00 55.00 X 0 740618 245753 DOUGLAS KNUTSON PRESIDENT/CHAIR (UNTIL AUGUST 2025) 50.00 0.00 X X 0 665625 38372 E MICHAEL ROBIE DIRECTOR 1.00 52.00 X 0 547614 114690 MARK GUSTAFSON DO DIRECTOR 1.00 40.00 X 0 562659 63471 SHELDA MARTIN DIRECTOR 1.00 50.00 X 0 579982 29229 DINCHEN JARDINE MD CHIEF ACADEMIC OFFICER/VICE CHAIR (START 1/1/2025) 1.00 40.00 X X 0 448621 44650 TAMARA FULLER DIRECTOR 1.00 55.00 X 0 327770 82113 JAMES A CAMPBELL MD PRESIDENT/CHAIR (BEGINNING AUGUST 2025) 50.00 3.00 X X 0 361977 24843 ROBERT B CUMMINGS DIRECTOR 1.00 50.00 X 0 239863 60265 ART RUBIN DO VICE PRESIDENT 1.00 40.50 X X 0 62098 2484 ANDY TANNER DO DIRECTOR 1.00 0.00 X 0 0 0 DAVID P FERRETTI DIRECTOR 1.00 0.50 X 0 0 0 JOHN HOBLITZELL DIRECTOR 1.00 6.50 X 0 0 0 MARK BATES MD DIRECTOR 1.00 0.00 X 0 0 0 MARTIN ROTH PHD DIRECTOR 1.00 0.00 X 0 0 0 SHARON A HALL PRESIDENT 30.00 0.00 X 0 479444 32137 REBECCA STEVENSON SECRETARY 1.00 55.00 X 0 212386 60623 DAVID PERRY TREASURER 40.00 0.00 X 0 218196 20605 TERRI CHAPMAN FORMER SECRETARY/TREASURER 0.00 40.00 X 0 160156 26382 0 8820188 1065930 0 1 1 0 MARSHALL UNIVERSITY ONE JOHN MARSHALL DRIVE HUNTINGTON WV 25755 SCHOOL OF CRNA FACULTY 200422 1 128517 47265 1616545 1792327 EDUCATION SERVICES 611710 1565211 1565211 RESEARCH REVENUE 621990 1278295 1278295 2843506 AFFILIATE TRANSFER 900099 5778783 5778783 5778783 10414616 7343994 0 1278295 864440 864440 4517289 4137960 379329 148613 113940 34673 728957 478390 250567 351385 301821 49564 85104 85104 323828 317431 6397 3354 3354 674481 208409 466072 72908 72908 1001652 95235 906417 11941 9690 2251 338743 334558 4185 181490 147011 34479 14649 14649 PHARMACEUTICALS 662119 662119 DUES, BOOKS & SUBSCRPTS 75959 74646 1313 ALL OTHER 30016 30016 TAXES 24389 9788 14601 40114 27652 12462 10151431 7021574 3129857 0 0 0 -833173 0 223653 0 0 0 0 0 61772 0 0 967874 0 0 0 0 0 6026819 0 6446945 0 439087 0 739575 0 81639 0 3621588 0 4881889 0 X -2561477 0 4126533 0 1565056 0 6446945 0 X 263185 -1828241 X 0 1 X 1 1 1 X X 1 CHARLESTON AREA MEDICAL CENTER INC 550526150 3 1 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 SCHEDULE A, PART I, LINE 12(G)(VI) CAMC HEALTH EDUCATION AND RESEARCH INSTITUTE ("CHERI") OPERATES FOR THE PURPOSE OF MANAGING MEDICAL EDUCATION AND RESEARCH PROGRAMS, WHICH SUPPORT CHARLESTON AREA MEDICAL CENTER, INC. ("CAMC") AND ENHANCE PATIENT CARE. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 3979794 201773 4181567 3805806 30898 310422 167332 3979794 4727341 1452 380722 1303709 3805806 5349007 11498 -579963 53201 4727341 4811357 12656 548910 23916 5349007 0.38000 0.62000 0 1 1 0 X PART V, LINE 4: TO MANAGE EDUCATION AND MEDICAL RESEARCH, WHICH BENEFITS BOTH THE COMMUNITY AND CAMC. PART X, LINE 2: CAMC HEALTH EDUCATION AND RESEARCH INSTITUTE, INC. FINANCIAL STATEMENTS ARE AUDITED AS PART OF THE FINANCIAL STATEMENTS OF VANDALIA HEALTH, INC. AND SUBSIDIARIES (COLLECTIVELY, THE "SYSTEM"). LANGUAGE REGARDING ASC 740 (FIN 48) INCLUDED IN THE CONSOLIDATED FOOTNOTES IS AS FOLLOWS: "THE IRS HAS DETERMINED THAT THE SYSTEM ENTITIES ARE EXEMPT FROM INCOME TAXES UNDER SECTION 501(C)(3) OF THE CODE AND APPLICABLE STATE STATUTES, EXCEPT FOR MHC, AND HFI, WHICH ARE CORPORATIONS SUBJECT TO INCOME TAX. THE SYSTEM DOES NOT HAVE ANY MATERIAL UNCERTAIN TAX POSITIONS AS OF DECEMBER 31, 2025 AND 2024. THE STATUTE OF LIMITATIONS HAS CLOSED FOR TAX RETURNS FOR THE YEARS ENDED PRIOR JUNE 30, 2022, FOR THE MHS ENTITIES AND HAS CLOSED FOR TAX RETURNS FOR THE YEARS ENDED PRIOR TO DECEMBER 31, 2022, FOR CAMC AND DAVIS ENTITIES." 0 1 0 0 0 0 0 0 0 DAVID L RAMSEY DIRECTOR 0 1103419 0 640823 0 254167 0 126707 0 43773 0 2168889 0 218823 GLENN CROTTY JR MD DIRECTOR 0 826619 0 276953 0 111198 0 14000 0 35833 0 1264603 0 0 KRISTI SNYDER DIRECTOR 0 440834 0 107006 0 192778 0 238493 0 7260 0 986371 0 126727 DOUGLAS KNUTSON PRESIDENT/CHAIR (UNTIL AUGUST 2025) 0 393814 0 210163 0 61648 0 14000 0 24372 0 703997 0 120000 E MICHAEL ROBIE DIRECTOR 0 411235 0 77305 0 59074 0 99473 0 15217 0 662304 0 0 MARK GUSTAFSON DO DIRECTOR 0 562077 0 0 0 582 0 14000 0 49471 0 626130 0 0 SHELDA MARTIN DIRECTOR 0 481528 0 94386 0 4068 0 14000 0 15229 0 609211 0 0 SHARON A HALL PRESIDENT 0 148466 0 70801 0 260177 0 9719 0 22418 0 511581 0 0 DINCHEN JARDINE MD CHIEF ACADEMIC OFFICER/VICE CHAIR (S 0 396225 0 51498 0 898 0 14577 0 30073 0 493271 0 0 TAMARA FULLER DIRECTOR 0 225256 0 55474 0 47040 0 54327 0 27786 0 409883 0 33830 JAMES A CAMPBELL MD PRESIDENT/CHAIR (BEGINNING AUGUST 20 0 359514 0 0 0 2463 0 18487 0 6356 0 386820 0 0 ROBERT B CUMMINGS DIRECTOR 0 168313 0 42183 0 29367 0 44328 0 15937 0 300128 0 17655 REBECCA STEVENSON SECRETARY 0 195568 0 16633 0 185 0 9633 0 50990 0 273009 0 0 DAVID PERRY TREASURER 0 208011 0 9412 0 773 0 9996 0 10609 0 238801 0 0 TERRI CHAPMAN FORMER SECRETARY/TREASURER 0 149131 0 9812 0 1213 0 7063 0 19319 0 186538 0 0 PART I, LINE 3 THE VANDALIA HEALTH, INC. BOARD OF DIRECTORS COMPENSATION COMMITTEE SELECTS AND SUPERVISES AN INDEPENDENT CONSULTANT WHO ADVISES THE COMMITTEE ON COMPENSATION ARRANGEMENTS AND TRANSACTIONS BETWEEN VANDALIA HEALTH, INC. SUBSIDIARIES (INCLUDING CHERI) AND EXECUTIVES (INCLUDING CHERI'S PRESIDENT). THE COMMITTEE USES THE DATA TO DETERMINE THE TOTAL COMPENSATION OF CHERI'S PRESIDENT AND THE OTHER EXECUTIVES. THE DATA IS REVIEWED EVERY TWO YEARS OR WHEN A NEW PERSON COMES INTO AN EXECUTIVE ROLE. PART I, LINE 4B TARGET BENEFIT SERP - A TARGET BENEFIT SERP IS OFFERED TO THREE EXECUTIVES, WITH AN ANNUAL EMPLOYER CONTRIBUTION THAT TARGETS PROVIDING 55% OF FINAL AVERAGE COMPENSATION AT AGE 60 FOR 30 YEARS OF SERVICE. THE TARGET BENEFIT IS OFFSET BY THE FROZEN DEFINED BENEFIT SERP ACCRUED BENEFIT, THE FROZEN RESTORATION PLAN BALANCE, EMPLOYER-PROVIDED QUALIFIED RETIREMENT BENEFITS, EMPLOYER-PROVIDED 457(B) PLAN BENEFITS, AND 50% OF AGE 62 SOCIAL SECURITY. EACH ANNUAL FUNDING CONTRIBUTION VESTS THE EARLIER OF 5 YEARS OR AGE 60. TAXES ARE ADVANCED FROM VESTED ACCOUNTS, WITH THE REMAINING BALANCE HELD UNTIL TERMINATION. ALL CONTRIBUTIONS ARE VESTED IN THE EVENT OF DEATH, DISABILITY, INVOLUNTARY TERMINATION WITHOUT CAUSE, OR VOLUNTARY TERMINATION FOR GOOD REASON FOLLOWING CHANGE OF CONTROL. UNVESTED CONTRIBUTIONS ARE FORFEITED FOR VOLUNTARY TERMINATION OR TERMINATION FOR CAUSE. DEFINED CONTRIBUTION SERP - A DEFINED CONTRIBUTION SERP IS OFFERED TO SELECT EXECUTIVES, WITH AN ANNUAL 10% OF SALARY CONTRIBUTION. EACH ANNUAL CONTRIBUTION VESTS THE EARLIER OF 5 YEARS OR AGE 65. TAXES ARE ADVANCED FROM VESTED ACCOUNTS, WITH THE REMAINING BALANCE HELD UNTIL TERMINATION. ALL CONTRIBUTIONS ARE VESTED IN THE EVENT OF DEATH, DISABILITY, INVOLUNTARY TERMINATION WITHOUT CAUSE, OR VOLUNTARY TERMINATION FOR GOOD REASON FOLLOWING CHANGE OF CONTROL. UNVESTED CONTRIBUTIONS ARE FORFEITED FOR VOLUNTARY TERMINATION OR TERMINATION FOR CAUSE. UNDER THE EXECU-FLEX BENEFIT PLAN (409A), EXECUTIVES RECEIVE 11% OF THEIR SALARY IN FLEX ALLOWANCE. THIS FLEX ALLOWANCE IS USED TO ELECT EXECUTIVE BENEFITS. ANY REMAINING FLEX ALLOWANCE IS CREDITED TO A TAX-DEFERRED CAPITAL ACCUMULATION ACCOUNT. THE MINIMUM VESTING PERIOD IS TWO YEARS, MAXIMUM AGE IS 68. A TWO YEAR NON-COMPETE AGREEMENT (SUBSTANTIAL RISK OF FORFEITURE AGREEMENT) APPLIES IF TERMINATION OF EMPLOYMENT OCCURS PRIOR TO THE VESTING DATE. ACCOUNTS RECEIVABLE, PREPAID EXPENSES, EQUIPMENT, AFFILIATE RECEIVABLES, RIGHT OF USE ASSET, INTEREST IN NET ASSETS OF CAMC FOUNDATION, INC. 2025-08-31 2030015 BOOK VALUE 550526150 CHARLESTON AREA MEDICAL CENTER INC PO BOX 1547 CHARLESTON WV 253261547 501(C)(3) 0 1 0 0 1 1 1 1 0 PART I, LINE 2E: PERSON(S) INVOLVED: NO OFFICER, DIRECTOR, TRUSTEE, OR KEY EMPLOYEE OF CAMC HEALTH EDUCATION AND RESEARCH INSTITUTE, INC. ("CHERI") BECAME A TRUSTEE OF THE SUCCESSOR ENTITY, CHARLESTON AREA MEDICAL CENTER, INC. ("CAMC"), BY VIRTUE OF THE MERGER. CAMC WAS THE SOLE MEMBER OF CHERI AND SOME DIRECTORS OF CHERI ARE ALSO ON THE BOARD OF TRUSTEES OF CAMC, SPECIFICALLY: JAMES R. CAMBELL, II, M.D.DAVID L. RAMSEYGLENN CROTTY, JR., M.D.JOHN R. HOBLITZELL PART I, LINE 2E: EXPLANATION OF INVOLVEMENT: : ALL EMPLOYEES ASSIGNED TO CHERI WERE EMPLOYED BY CAMC AND LEASED TO CHERI. EMPLOYMENT STATUS DID NOT CHANGE AS A RESULT OF THE MERGER. THE FOLLOWING OFFICERS AND DIRECTORS OF CHERI ARE ALSO EMPLOYEES OF CAMC: SHELDA MARTIN, M.D.JAMES R. CAMBELL, II, M.D.E. MICHAEL ROBIE, D.O.ARTHUR RUBIN, D.O.MARK GUSTAFSON, D.O.SHARON HALLDINCHEN JARDINE, M.D.DOUG KNUTSONR. BRYAN CUMMINGS CHERI CONTRACTS, INCLUDING CONTRACTS FOR SERVICES OF INDEPENDENT CONTRACTORS, WERE ASSIGNED TO AND ASSUMED BY CAMC UPON THE MERGER. FORM 990, PART VI, SECTION A, LINE 2 GLENN CROTTY, JR., M.D., DAVID RAMSEY, KRISTI SNYDER, ART RUBIN, D.O., DOUGLAS KNUTSON, M.D., ROBERT C. CUMMINGS, SHELDA MARTIN, MD, E. MICHAEL ROBIE, DO, TAMARA FULLER, SHARON HALL, REBECCA STEVENSON, DAVID PERRY, DINCHEN JARDINE, M.D., JAMES CAMPBELL, MD, AND MARK GUSTAFSON, DO HAVE A BUSINESS RELATIONSHIP DUE TO JOINT EMPLOYMENT BY RELATED COMPANIES WITHIN THE SAME HEALTH SYSTEM. FORM 990, PART VI, SECTION A, LINE 4 CHANGES TO THE COMPOSITION OF THE BOARD OF TRUSTEES. FORM 990, PART VI, SECTION A, LINE 6 CHARLESTON AREA MEDICAL CENTER, INC. (CAMC) IS CHERI'S SOLE VOTING MEMBER. FORM 990, PART VI, SECTION A, LINE 7A CAMC IS CHERI'S SOLE VOTING MEMBER AND HAS AUTHORITY TO ELECT ALL VOTING DIRECTORS OF CHERI OTHER THAN EX-OFFICIO DIRECTORS NAMED IN CHERI'S GOVERNING DOCUMENTS. THE SOLE VOTING MEMBER HAS THE AUTHORITY TO AMEND CHERI'S GOVERNING DOCUMENTS. FORM 990, PART VI, SECTION A, LINE 7B CAMC IS CHERI'S SOLE VOTING MEMBER AND HAS RESERVED POWERS UNDER CHERI'S GOVERNING DOCUMENTS, WHICH PROVIDE THAT DECISIONS OF CHERI'S GOVERNING BODY SUCH AS ELECTION OF OFFICERS, APPROVAL OF ANNUAL BUDGETS AND BORROWINGS ARE SUBJECT TO APPROVAL BY THE SOLE VOTING MEMBER. THE SOLE VOTING MEMBER ALSO HAS ALL APPROVAL POWERS PROVIDED TO MEMBERS OF WEST VIRGINIA NONPROFIT CORPORATIONS UNDER STATE LAW. FORM 990, PART VI, SECTION B, LINE 11B CHERI COMPILES NECESSARY INFORMATION FOR FORM 990 THROUGH EFFORTS OF VARIOUS OFFICERS AND DIRECTORS OF THE ORGANIZATION AND ITS AFFILIATES. THE RETURN IS THEN PREPARED AND REVIEWED BY AN EXTERNAL CONSULTANT FIRM. THIS FIRM THEN REVIEWS THE COMPLETED FORM 990 WITH THE VANDALIA HEALTH, INC. BOARD OF DIRECTORS AND ITS AUDIT COMMITTEE. VANDALIA HEALTH'S CFO REVIEWS THE RETURN WITH CHERI'S BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 12C CORPORATE OFFICERS, INCLUDING THE PRESIDENT AND SECRETARY, DEVELOP THE AGENDAS FOR BOARD MEETINGS AND IDENTIFY AND RESOLVE POTENTIAL CONFLICT OF INTEREST ISSUES RELATIVE TO ACTION ITEMS. ANNUAL DISCLOSURE PROCEDURES ARE IMPLEMENTED AND THE PRESIDENT AND VANDALIA HEALTH, INC. BOARD OF DIRECTORS GOVERNANCE COMMITTEE PERIODICALLY REVIEW CONFLICT SITUATIONS. THE ORGANIZATION'S CONFLICT OF INTEREST POLICY REQUIRES ALL DISCLOSED CONFLICTS TO BE REPORTED BY THE CHIEF COMPLIANCE OFFICER TO THE VANDALIA HEALTH'S MANAGEMENT COMPLIANCE COMMITTEE. THE COMPLIANCE OFFICER WILL INFORM THE BOARD OF DIRECTORS AUDIT COMMITTEE AT THEIR NEXT SCHEDULED MEETING OF ALL SUCH ACTIVITIES APPROVED BY THE VANDALIA HEALTH MANAGEMENT COMPLIANCE COMMITTEE. FORM 990, PART VI, SECTION B, LINE 15 THE VANDALIA HEALTH, INC.'S BOARD OF DIRECTORS COMPENSATION COMMITTEE SELECTS AND SUPERVISES AN INDEPENDENT CONSULTANT WHO ADVISES THE COMMITTEE ON COMPENSATION ARRANGEMENTS AND TRANSACTIONS BETWEEN VANDALIA HEALTH, INC. SUBSIDIARIES (INCLUDING CHERI) AND EXECUTIVES (INCLUDING CHERI'S PRESIDENT). THE COMMITTEE USES THE DATA TO DETERMINE THE TOTAL COMPENSATION OF CHERI'S PRESIDENT AND THE OTHER EXECUTIVES. THE DATA IS REVIEWED EVERY TWO YEARS OR WHEN A NEW PERSON COMES INTO AN EXECUTIVE ROLE. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION'S AUDIT IS PART OF A CONSOLIDATED FINANCIAL AUDIT FOR VANDALIA HEALTH, INC. AND SUBSIDIARIES. CONSOLIDATED AUDITED FINANCIAL STATEMENTS ARE AVAILABLE ONLINE AT CAMC.ORG. THEY ARE ALSO FILED WITH THE WV HEALTH CARE AUTHORITY WHERE THEY ARE AVAILABLE ONLINE AND IN PERSON. THERE IS NO FORMAL METHOD OF MAKING THE ORGANIZATION'S BYLAWS AND CONFLICT OF INTEREST POLICY PUBLICLY AVAILABLE, BUT THEY ARE AVAILABLE UPON REQUEST. THE ORGANIZATION'S ARTICLES OF INCORPORATION ARE ON FILE AT, AND PUBLICLY AVAILABLE THROUGH, THE WEST VIRGINIA SECRETARY OF STATE'S OFFICE. FORM 990, PART XI, LINE 9: INTEREST IN NET ASSETS-CAMC FOUNDATION 201,774. TRANSFER OF ASSETS TO CHARLESTON AREA MEDICAL CENTER -2,030,015. 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