Elliot Health Systems

“Joseph Ingold, who served as the interim Chief Financial Officer until June 2018, was a contracted employee through Ingold & Associates, LLC. The LLC is unrelated to the filing organization and its affiliates. The total compensation paid to Mr. Ingold's LLC for his services during 2018 was $310,944. Additionally, Mr. Ingold received a housing allowance in the amount of $12,500 during the 2018 calendar year, which is included in the amount paid to Ingold & Associates, LLC. As the fees paid to the LLC were paid for services to the entire related party system, an accurate breakdown of the fees relative to the filing organization is not readily determinable. In accordance with IRS instructions, these fees have been reported as compensation on Form 990, Part VII-A and Schedule J, Part II and further disclosed in Schedule O for Form 990, Part VI, Line 3. See also Schedule L.”

“SolutionHealth is the sole corporate member of Elliot Health System.”

“The Board of SolutionHealth (the Regional Board), has the power to authorize by a majority vote any action to to elect a trustee of the filing organization. Additionally, any action to remove a trustee may be initiated by the Regional Board, provided that there is cause for removal, and shall be authorized by a majority vote of both Boards. If an action to remove a director of the Corporation Board is not authorized because of an impasse, then such removal may be approved by a unanimous vote of the Regional Board without further action by the filing organization's Board.”

“Please see explanation for Form 990, Part VI, Line 4 for all governance decisions that are reserved to the organization's sole member, SolutionHealth.”

“The completed Form 990 is presented to the full Board prior to filing. Board members can review the draft and bring any questions forward for discussion prior to filing.”

“Officers, directors, and key employees are required annually to sign a conflict of interest form which requires reporting any potential conflict of interest arrangements with the organization.”

“The compensation committee of the Board utilizes outside compensation consultants to evaluate the salaries for the CEO, CFO, and COO. The consultants utilize their internal data along with national and local benchmark data from the industry to develop salary levels. Recommendations of the consultant are reviewed by the compensation committee, who recommends compensation levels to the full Board for approval. An outside consulting firm is also used by the organization to review the compensation of the remainder of the vice presidents. Again, national and local benchmarks for salaries are consulted to determine salary levels for these positions.”

“Each of these documents is filed with the New Hampshire Secretary of State and is available upon request.”

“Transfers from affiliates 5,159,020. Change in equity intrest in affiliates 932,322. Changes in noncontrolling interest in affiliates -1,428,778.”

“The audit process has not changed from the prior year.”