2026-05-11T09:34:13-05:00 2025-06-30 990 2024-07-01 993256474 ESSENTIA HEALTH ACO INC ESSE 2187868376 502 E 2ND ST DULUTH MN 55805 ROBERT GREEN SNR VICE PRES, FINANCIAL OPERA 2187868376 2026-05-11 0 2024 2025-03-06 01:10:19Z X CATHY CANTOR MD 502 E 2ND ST DULUTH MN 55805 0 0 X WWW.ESSENTIAHEALTH.ORG X 2024 DE WE ARE CALLED TO MAKE A HEALTHY DIFFERENCE IN PEOPLE'S LIVES. 9 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X WE ARE CALLED TO MAKE A HEALTHY DIFFERENCE IN PEOPLE'S LIVES. 0 0 ESSENTIA HEALTH ACO, INC. IS CREATED AND ORGANIZED EXCLUSIVELY FOR CHARITABLE, RELIGIOUS, EDUCATIONAL, AND SCIENTIFIC PURPOSES, INCLUDING, FOR SUCH PURPOSES, THE MAKING OF DISTRIBUTIONS TO ORGANIZATIONS THAT QUALIFY AS EXEMPT ORGANIZATIONS UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED AND CORRESPONDING TREASURY REGULATIONS. IN PARTICULAR, ESSENTIA HEALTH ACO, INC. SHALL ADVANCE THE PROMOTION OF HEALTH THROUGH RELATIONSHIPS WITH INDIVIDUAL AND INSTITUTIONAL HEALTH CARE PROVIDERS AND OUTSIDE PARTIES FOR THE PURPOSE OF REDUCING THE COST AND BURDENS OF GOVERNMENT AND PARTICIPATING IN "SHARED SAVINGS AND SIMILAR INNOVATIVE PROGRAMS AND CONDUCTING RELATED CHARITABLE AND EDUCATIONAL ACTIVITIES, TO INCLUDE, WITHOUT LIMITATION, PROMOTING ACCOUNTABILITY FOR THE QUALITY, COST, AND OVERALL CARE FOR PATIENT CARE POPULATIONS; MANAGING AND COORDINATING CARE FOR RECIPIENTS OF HEALTH CARE SERVICES THROUGH ESSENTIA HEALTH ACO, INC.'S ACTIVITIES; ENCOURAGING INVESTMENT IN INFRASTRUCTURE AND REDESIGNED CARE PROCESSES FOR HIGH QUALITY AND EFFICIENT SERVICE DELIVERY FOR MEDICARE BENEFICIARIES AND OTHER PATIENTS; AND ASSISTING HEALTH CARE PROVIDERS IN IMPROVING THE QUALITY AND EFFICIENCY OF HEALTH CARE SERVICES. ESSENTIA HEALTH ACO, INC. IS ORGANIZED AND WILL BE OPERATED EXCLUSIVELY FOR THE BENEFIT OF, TO PERFORM THE FUNCTIONS OF, OR TO CARRY OUT THE PURPOSES OF ITS SUPPORTED ORGANIZATIONS AS LISTED ON SCHEDULE A OF FORM 990.THE SUPPORTED ORGANIZATIONS OF ESSENTIA HEALTH ACO, INC. FILE SEPARATE FORM 990S. ESSENTIA HEALTH ACO, INC. DOES NOT HAVE ANY REVENUES OR EXPENSES NOT ALREADY REPORTED ON THOSE 990S.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"). 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 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 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X 9 0 0 0 0 0 1 1 1 1 0 0 0 1 1 1 1 1 1 1 1 0 MN X ROBERT GREEN 2187868376 502 E 2ND ST DULUTH MN 55805 TRACI MORRIS TREASURER/REL ORG CHIEF FINCL OFF 1.00 59.00 X 0 1054730 144686 KRISTA SKORUPA MD BOARD CHAIR/RELATED ORG PRESIDENT 1.00 59.00 X X 0 806396 146142 ROBERT GREEN SNR VICE PRES, FINANCIAL OPERATIONS 1.00 59.00 X 0 782582 151254 MICHAEL WATTERS SECRETARY/REL ORG CHIEF LEGAL OFF 1.00 59.00 X 0 773128 151399 MARK THOMPSON MD BD CHAIR THRU 7/24 & REL ORG PRES 1.00 59.00 X X 0 702130 40293 CATHY CANTOR MD PRESIDENT 1.00 59.00 X 0 586694 138024 MARY D STRASSER SENIOR VP, POPULATION HEALTH 1.00 59.00 X 0 504838 116861 TANYA DIEGEL DO BD DIRECTOR/REL ORG PHYS & DIV CHAIR 1.00 59.00 X 0 543585 66608 ADAM RIUTTA MD BD DIRECTOR/REL ORG ASSOCIATE CMO 1.00 59.00 X 0 516155 70110 MICHAEL STERNS MD BD DIRECTOR/RELATED ORG PHYSICIAN 1.00 59.00 X 0 443692 57247 SARAH NELSON MD BD DIRECTOR/REL ORG PHYS & SEC CHAIR 1.00 59.00 X 0 453293 45975 MICHAEL HAARSTAD MD BD DIRECTOR/RELATED ORG PHYSICIAN 1.00 59.00 X 0 420442 73276 TAYLOR MERTZ MD BD DIRECTOR/REL ORG PHYS & SEC CHAIR 1.00 59.00 X 0 375862 67780 BRUCE SMITH MD BD VC THRU 1/25/REL ORG PHYS & DIV CHR 1.00 59.00 X X 0 376587 64022 JAN BALDWIN MD BOARD DIRECTOR/RELATED ORG PHYSICIAN 1.00 59.00 X 0 258062 50172 SHEILA HART BD DIRECTOR/FMR REL ORG SVP-INT CARE DEL 1.00 0.00 X 0 108020 0 0 8706196 1383849 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X 0 0 0 0 0 X 0 1 X 1 0 X X 16 BRAINERD MEDICAL CENTER INC 371532148 3 1 0 0 BRIDGES MEDICAL CENTER 200479568 3 1 0 0 DEER RIVER HEALTHCARE CENTER INC 410844574 3 1 0 0 ESSENTIA HEALTH MOOSE LAKE 845099016 3 1 0 0 FIRST CARE MEDICAL SERVICES 410706143 3 1 0 0 GRACEVILLE HEALTH CENTER 410726173 3 1 0 0 INNOVIS HEALTH LLC 261175213 3 1 0 0 NORTHERN PINES MEDICAL CENTER 410841441 3 1 0 0 PINE MEDICAL CENTER 411884597 3 1 0 0 POLINSKY MEDICAL REHABILITATION CENTER 410691275 3 1 0 0 SMDC MEDICAL CENTER 411878730 3 1 0 0 ST JOSEPH'S MEDICAL CENTER 410695602 3 1 0 0 ST MARY'S HOSPITAL OF SUPERIOR 411811073 3 1 0 0 ST MARY'S MEDICAL CENTER 410695604 3 1 0 0 ST MARY'S REGIONAL HEALTH CENTER 411620386 3 1 0 0 THE DULUTH CLINIC LTD 410883623 3 1 0 0 16 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 SCHEDULE A, PART IV, SECTION B, LINE 1: POWER TO APPOINT OFFICERS, DIRECTORS, AND TRUSTEES: ESSENTIA HEALTH IS THE SOLE MEMBER OF ESSENTIA HEALTH ACO, INC. AND ALSO THE SOLE MEMBER OF EACH SUPPORTED ORGANIZATION. IN THAT ROLE, ESSENTIA HEALTH HAS THE AUTHORITY TO APPOINT AND REMOVE THE MEMBERS OF ESSENTIA HEALTH ACO, INC.'S GOVERNING BODY. HOWEVER, IN MAKING ITS APPOINTMENTS, AT LEAST SEVENTY-FIVE PERCENT (75%) OF THE VOTING DIRECTORS ARE REQUIRED TO BE REPRESENTATIVES OF THE SUPPORTED ORGANIZATIONS, AS DEFINED IN ESSENTIA HEALTH ACO, INC.'S CERTIFICATE OF INCORPORATION, AND, CONSISTENT WITH THE REQUIREMENTS OF THE MEDICARE SHARED SAVINGS PROGRAM (MSSP), AT LEAST ONE (1) VOTING DIRECTOR IS A MEDICARE BENEFICIARY PATIENT REPRESENTATIVE. IN ADDITION, AT ALL TIMES THERE MUST BE AN OVERLAP OF AT LEAST ONE (1) PERSON SERVING ON THE ESSENTIA HEALTH ACO, INC. BOARD AND ON THE GOVERNING BODY OF EACH SUPPORTED ORGANIZATION WITH THE EXCEPTION OF FIRST CARE MEDICAL SERVICES (FCMS), AND IN THE CASE OF FCMS, ONE OF THE SUPPORTED ORGANIZATIONS, INNOVIS HEALTH, LLC, HAS THE POWER TO APPOINT AND ELECT THE MEMBERS OF THE GOVERNING BODY OF FCMS. THE PRESIDENT OF ESSENTIA HEALTH ACO, INC. SERVES ON THE BOARD AS AN EX OFFICIO, NON-VOTING DIRECTOR. THE GOVERNING BODY OF ESSENTIA HEALTH ACO, INC. ELECTS ITS CHAIR AND VICE-CHAIR OFFICERS. BY VIRTUE OF THE COMPOSITION OF THE ESSENTIA HEALTH ACO, INC.'S GOVERNING BODY AND OFFICERS, THE SUPPORTED ORGANIZATIONS EFFECTIVELY OPERATE, SUPERVISE, AND CONTROL THE ORGANIZATION'S ACTIVITIES. FURTHER, THE GOVERNING BODY HAS A SHARED GOVERNANCE STRUCTURE AMONG ACCOUNTABLE CARE ORGANIZATION (ACO) PARTICIPANTS AND PROVIDES FOR MEANINGFUL PARTICIPATION IN THE COMPOSITION AND CONTROL OF ESSENTIA HEALTH ACO INC.'S GOVERNING BODY FOR ACO PARTICIPANTS OR THEIR DESIGNATED REPRESENTATIVES, ALL AS REQUIRED BY THE MSSP. X X X X 1 1 0 0 0 0 0 0 0 TRACI MORRIS TREASURER/REL ORG CHIEF FINCL OFF 0 702675 0 269075 0 82980 0 142406 0 2280 0 1199416 0 71480 KRISTA SKORUPA MD BOARD CHAIR/RELATED ORG PRESIDENT 0 593854 0 210216 0 2326 0 129886 0 16256 0 952538 0 0 ROBERT GREEN SNR VICE PRES, FINANCIAL OPERATIONS 0 548932 0 222166 0 11484 0 118444 0 32810 0 933836 0 0 MICHAEL WATTERS SECRETARY/REL ORG CHIEF LEGAL OFF 0 506819 0 192028 0 74281 0 109834 0 41565 0 924527 0 62797 MARK THOMPSON MD BD CHAIR THRU 7/24 & REL ORG PRES 0 417961 0 0 0 284169 0 0 0 40293 0 742423 0 0 CATHY CANTOR MD PRESIDENT 0 413922 0 169381 0 3391 0 96859 0 41165 0 724718 0 0 MARY D STRASSER SENIOR VP, POPULATION HEALTH 0 354152 0 145171 0 5515 0 86525 0 30336 0 621699 0 0 TANYA DIEGEL DO BD DIRECTOR/REL ORG PHYS & DIV CHAIR 0 542631 0 0 0 954 0 26450 0 40158 0 610193 0 0 ADAM RIUTTA MD BD DIRECTOR/REL ORG ASSOCIATE CMO 0 515649 0 0 0 506 0 27600 0 42510 0 586265 0 0 MICHAEL STERNS MD BD DIRECTOR/RELATED ORG PHYSICIAN 0 443345 0 0 0 347 0 27462 0 29785 0 500939 0 0 SARAH NELSON MD BD DIRECTOR/REL ORG PHYS & SEC CHAIR 0 452833 0 0 0 460 0 24082 0 21893 0 499268 0 0 MICHAEL HAARSTAD MD BD DIRECTOR/RELATED ORG PHYSICIAN 0 420005 0 0 0 437 0 32154 0 41122 0 493718 0 0 TAYLOR MERTZ MD BD DIRECTOR/REL ORG PHYS & SEC CHAIR 0 375504 0 0 0 358 0 27307 0 40473 0 443642 0 0 BRUCE SMITH MD BD VC THRU 1/25/REL ORG PHYS & DIV C 0 376137 0 0 0 450 0 27600 0 36422 0 440609 0 0 JAN BALDWIN MD BOARD DIRECTOR/RELATED ORG PHYSICIAN 0 256218 0 0 0 1844 0 20737 0 29435 0 308234 0 0 PART I, LINE 3 METHODS USED TO ESTABLISH CEO'S COMPENSATION: ESSENTIA HEALTH, AS A RELATED ORGANIZATION, USED THE FOLLOWING METHODS TO ESTABLISH ESSENTIA HEALTH ACO, INC.'S PRESIDENT'S COMPENSATION: A COMPENSATION COMMITTEE, INDEPENDENT COMPENSATION CONSULTANT, COMPENSATION SURVEY OR STUDY, AND APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE. PART I, LINES 4A-B SEVERANCE PAYMENT: BOARD OFFICER AND RELATED ORGANIZATION OFFICER MARK THOMPSON, MD RECEIVED PAYMENTS TOTALING $278,656 IN CALENDAR YEAR 2024 RELATED TO A TERMINATION AGREEMENT. UNDER THE TERMS OF THE AGREEMENT, THOMPSON WILL RECEIVE PAY TOTALING $1,086,758 AND BENEFITS TOTALING $39,075 FROM JULY 26, 2024 TO JANUARY 31, 2026. 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 $78,928 MICHAEL WATTERS $62,797 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 $114,806 KRISTA SKORUPA, MD $91,234 ROBERT GREEN $90,844 MICHAEL WATTERS $84,801 CATHY CANTOR, MD $69,259 MARY D STRASSER $59,362 FORM 990, PART VI, SECTION A, LINE 6 MEMBER OF ORGANIZATION: ESSENTIA HEALTH IS THE SOLE MEMBER OF ESSENTIA HEALTH ACO, INC. ESSENTIA HEALTH HAS RESERVED POWERS WITH RESPECT TO ESSENTIA HEALTH ACO, INC. 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 HAS THE POWER TO APPOINT AND REMOVE ESSENTIA HEALTH ACO, INC.'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 CERTIFICATE 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, AFFILIATIONS, AND DISSOLUTION. 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 ASSETS' 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. AUTHORITY TO CAUSE 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 A, LINE 8B COMMITTEES: THERE ARE NO COMMITTEES WITH AUTHORITY TO ACT ON BEHALF OF THE GOVERNING BODY. FORM 990, PART VI, SECTION B, LINE 11B FORM 990 REVIEW PROCESS: THE CURRENT 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 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 2025 FOR ESSENTIA HEALTH ACO, INC.'S SENIOR VICE PRESIDENT OF FINANCIAL OPERATIONS, PRESIDENT, AND SENIOR VICE PRESIDENT OF POPULATION HEALTH. 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). BRAINERD MEDICAL CENTER INC 2024 S 6TH ST BRAINERD MN 56401 371532148 CLINIC MN 501(C)(3) LINE 3 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 ESSENTIA HEALTH 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 1600 MILLER TRUNK HWY BLDG C DULUTH MN 55811 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 BRIGHTSIDE SURGICAL LLC 401 N 9TH ST BISMARCK ND 58501 831888619 AMBULATORY SURGERY CENTER ND N/A N/A 0 0 ESSENTIA HEALTH INSURANCE SERVICES SPC LTD PO BOX 1159 GRAND CAYMAN CJ K71-1102 981829514 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 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 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