Newport Hospital

“Lawrence A. Aubin, Sr., Chairman, and Michael L. Hanna, Trustee, are partners in the same for-profit organization.”

“Brown University Health is the sole member of NH.”

“The sole member of NH is Brown University Health, a non-profit corporation organized and existing under the Rhode Island Nonprofit Corporation Act.Additionally, the bylaws of NH confer certain reserved powers upon Brown Health to provide it with the means of effective oversight, coordination, and support of the system. Powers reserved to Brown Health include: to elect and remove NH trustees and to approve the election/removal of certain officers.”

“The NH Board is comprised of the same individuals who serve on the Brown Health Board. Brown Health has the responsibility for planning, directing, and establishing policies intended to assure the development and delivery of quality health services on an integrated, cost-effective basis. Powers reserved to Brown Health, in addition to those noted above, include: to approve amendment of the Articles of Incorporation and Bylaws and other charter documents; to approve strategic plans; to approve investment policies and any capital or operating budgets or material non-budgeted expenditures; and to authorize incurrence or guaranty of material indebtedness.”

“The preparation and filing of the Form 990 and supporting schedules is the responsibility of the Executive Vice President & Chief Financial Officer (EVP/CFO) and Brown Health's Finance Department. The Form 990 is prepared by the accounting staff upon completion of Brown Health's annual independent audit and is reviewed by the Corporate Services Tax Compliance Manager and the Director of Finance. The draft Form 990 is then provided to the EVP/CFO for final management review. Prior to filing the return with the Internal Revenue Service, a copy of the entire form is posted to NH's Board of Trustees website portal in advance of its next Board meeting. At the time of the Board Meeting the 990 is presented by the Brown Health Director of Finance and EVP/CFO, at which time all questions and concerns of the members of the Board are addressed by the EVP/CFO and incorporated into the Form 990 when appropriate. Once the Form 990 is complete and ready to be filed, the members of the Board are notified via email that a copy of the final version of the Form 990 is accessible through the same password-protected website portal. The EVP/CFO is authorized to file the Form 990”

“Brown University Health, as well as the Newport Hospital Obligated Group (NH and Newport Hospital Foundation), currently make their annual and quarterly consolidated/combined financial statements available to the public via DAC (Digital Assurance Certification, LLC), a disclosure dissemination agent for issuers of tax-exempt bonds which electronically posts and transmits Brown Health's and the Newport Hospital Obligated Group's financial information to repositories and investors alike. Newport Hospital's financial statements are included in the Newport Hospital Obligated Group's combined financial statements. NH's Articles of Incorporation, Bylaws, and Conflict of Interest Policy are available upon request from the office of the Brown Health EVP/CFO, either in person or by mail.”

“*Lawrence A. Aubin, Sr., Chair, and Michael Hanna, Trustee, are owners of New England Real Estate Holding Group, LLC (NEREHG), with which Brown Health has entered into an operating lease of a health care facility. During fiscal year 2024, Brown Health paid rent to NEREHG under the terms of its lease. Terms of the rent expense related to the lease have been established at fair market value.”

“Brown University Health has a Conflict of Interest Policy that is applicable to all affiliates, including NH, and administered by Brown Health's Corporate Compliance Department as follows:Each designated person subject to Brown Health's conflict of interest policy is required to provide LBrown Health with an initial disclosure statement and thereafter an annual statement attesting that: (i) the designated person has read and is familiar with this policy, and (ii) the designated person and, to the best of his/her knowledge, family members, have not in the past engaged in, are not presently engaging in, or plan to engage in, any activity which contravenes this policy.If, at any time during the course of employment or association, a designated person has reason to believe that an existing or contemplated activity may contravene this policy, the person shall submit a full written description of the activity to the Brown Health Compliance Officer or the Office of the General Counsel to seek a determination as to whether the contemplated activity does or does not contravene this policy. If the activity in question involves either the Chief Executive Officer, the Senior Vice President and General Counsel, or a Trustee, a full written disclosure must be made to, and a determination sought from, the Chairman of the Board of Directors of Brown University Health.Annually, the Brown Health Compliance Officer shall review and report to the Brown Health Executive Corporate Compliance Committee and to the Brown Health Audit and Compliance Committee on the administration of this policy.Failure on the part of any designated person to comply with this policy, including failure to submit in a timely fashion the conflict of interest disclosure statement, will be grounds for removal from his/her position and/or termination of his/her employment with Brown Health.”

“The following applies to Brown Health and all of its affiliates, including NH:EXECUTIVE COMPENSATIONBrown Health's executive compensation philosophy balances appropriate stewardship of resources and the need to be competitive in recruiting and retaining talented individuals. It incorporates market-competitive and performance-related principles, and covers the President and CEO of Brown Health as well as other officers, senior management, and key employees. Brown Health's executive compensation program complies both with law and with contemporary ethical norms, and is administered consistent with the organization's tax-exempt status under Section 501(c)(3) of the Internal Revenue Code (IRC) and the avoidance of transactions subject to intermediate sanctions under Section 4958 of the IRC. Executive compensation is also administered consistent with Brown Health's Corporate Compliance Policy on Excess Benefit Transactions.The Compensation Committee of the Brown Health Board of Directors (the Committee), comprised of disinterested Brown Health Board members, is responsible for diligent oversight of executive compensation to ensure compliance with IRC requirements. Its duties include:* Approving eligibility for participation in the executive compensation program * Approving changes in compensation for existing executive participants * Approving guidelines, such as salary ranges and contract terms, on appropriate levels of compensation for other key employees* Approving new, and modifying or terminating existing, executive compensation plans including, but not limited to, annual incentive and executive benefit plans* Approving performance objectives associated with Brown Health's annual incentive plan, including measuring points, and using verified actual performance relative to these objectives as a precondition to approving the payment of any awards under the plan* Authorizing periodic performance benchmark studies to be conducted for purposes of assessing Brown Health's performance within the healthcare industry and the degree to which total remuneration levels at Brown Health are generally commensurate with Brown Health performance relative to healthcare industry performance* Conducting an annual performance review of Brown Health's Chief Executive Officer. The Chair of the Committee conducts and documents this review, based on his/her observations and interpretation of feedback from members of the Board of Directors.* Selecting and engaging qualified, independent, third-party compensation valuation consultants that the Committee charges with rendering opinions with respect to the reasonableness and comparability of compensation as well as the comparative organizations against which compensation is assessed, in accordance with relevant sections of the IRC and Brown Health's executive compensation philosophy. Brown Health's Chief Executive Officer works closely with the Committee to make recommendations on the above topics and keep the Committee informed about contemplated compensation changes for executives and other key employees, as well as candidates for these roles. The CEO also provides periodic updates to the Committee regarding Brown Health's performance relative to compensation-related performance objectives. The Committee's deliberations and actions are documented in minutes prepared for each meeting.PROCESS FOR DETERMINING COMPENSATION Valuation of Total Cash and Total Remuneration: No less frequently than annually, the Committee receives and reviews a total cash compensation valuation of all existing executive compensation program participants prepared by its independent compensation consultant. Annually, the Committee also receives and reviews a total remuneration valuation of all existing executive compensation participants. Base Salary Actions: The CEO recommends any salary adjustments for participants in the executive compensation program, using the results of the valuation study and his/her assessment of individua”

“Change in funded status of pension plan = $3475000”

“Increase in interest in net assets- NHF = $17064055”

“Other changes in net assets = $4224047”

“NH's greatest reward is caring for our patients. Thats why NH is committed to turning treatment guidelines into lifelines.In both spring 2024 and fall 2024, NH earned a Hospital Safety Grade of A from the Leapfrog Group, a national health care rating organization. NH received this distinction for its achievements in prioritizing patient safety by protecting patients from preventable harm and errors. This grade reflected performance primarily during the height of the pandemic.In summer of 2024, NH received its 5th consecutive Magnet Designation, joining only 1% of hospitals nationwide with 5 consecutive designations. This honor is considered the gold standard for nursing excellence.Newport Hospital received recognition as the top hospital for rehabilitation in the state of Rhode Island. Beckers Hospital Review published their list based on U.S. News & World Reports 2024 rankings. U.S News & World Report evaluated more than 1,000 hospitals across the country and ranked them for care of patients recovering from events such as stroke, traumatic brain injury, and severe burns.In July 2024, NH earned The Joint Commission's prestigious Gold Seal of Approval for Advanced Total Hip and Knee Replacement Certification by meeting rigorous performance standards.The American Heart Association/American Stroke Association presented NH, a primary stroke center, with a Get With The Guidelines - Gold Plus award in 2024 including the Type 2 Diabetes Honor Roll Award. Receiving the Gold Plus award means that NH continues to reach an aggressive goal of treating patients with 85 percent or higher compliance to core standard levels of care outlined by the AHA for 24 consecutive months or more.In October 2023, NH was named one of Newsweek's Best In State Hospitals 2024. In March 2023, NH was ranked #394 in the Newsweek World's Best Hospitals 2023 list. NH has been designated a Diagnostic Imaging Center of Excellence (DICOE) by the American College of Radiology, setting it apart from all other hospitals in the state. DICOE represents the pinnacle of medical imaging care and is an achievement that goes beyond accreditation to recognize best-quality imaging practices and diagnostic care.For the fourth consecutive time, the Noreen Stonor Drexel Birthing Center has been designated a Baby-Friendly hospital by the World Health Organization and the United Nations International Childrens Emergency Fund for its outstanding support of breastfeeding mothers and infants. First approved in 2003, the birthing center's designation will continued through 2023.NH has been certified as a Primary Stroke Center by the Joint Commission.The American College of Radiology has certified Newport Hospital as a Breast Imaging Center of Excellence. NH has earned accreditation and recognition from the American Association of Blood Banks, the College of American Pathologists, the American Association of Cardiovascular and Pulmonary Rehab, the Commission on Accreditation of Rehab Facilities and the Intersocietal Commission for the Accreditation of Echocardiography Laboratories.NH provides full charity care for individuals at or below twice the federal poverty level, with a sliding scale for individuals based upon the federal poverty level guidelines, as set by the Department of Health and Human Services. In addition, a substantial discount consistent with Medicare program reimbursement is offered to all other uninsured patients. NH determines the costs associated with providing charity care by aggregating the applicable direct and indirect costs, including compensation and benefits, supplies, and other operating expenses, based on data from its costing system. The total net cost incurred by NH to provide charity care amounted to $2,079,392 in fiscal 2024. Charges forgone, based on established rates, amounted to approximately $7,227,000 in fiscal 2024.NH substantially subsidized various health services including adult psychiatry, obstetrics, Vanderbilt Rehabilitation Center, and certa”

“Outpatient services include an emergency department, diagnostic medical imaging, laboratory, Vanderbilt Rehabilitation Center, and wound care, among others. The Emergency Department (ED) is open and staffed 24 hours a day, 365 days a year, with emergency medicine physicians and specially trained physician assistants and nurses. The ED, in accordance with NH's mission and civic obligations, treats every person who seeks care, regardless of their ability to pay.”

“NH was included in the Brown University Health and Affiliates audited consolidated financial statements as of and for the fiscal year ended September 30, 2024, in which one column is used for the Newport Hospital Obligated Group, which includes Newport Hospital and Newport Hospital Foundation. The Brown Health Audit and Compliance Committee assumes responsibility for oversight of the audit of Brown Health's consolidated financial statements and the selection of Brown Health's independent accountant.”