Lifespan Physician Group Inc Brown Health Medical Group

“Included among the BHMG Board of Trustees are two Brown University Health Designees (BUH Designees), physicians designated by Brown University Health (BUH) who are licensed to practice medicine in the State of Rhode Island and who serve at the pleasure of BUH. The BUH Designees have the right, acting alone by concurrent approval of both BUH Designees, to initiate action on and approve any of the following matters:(a) To approve and/or initiate the enumerated joint powers of the Trustees listed within BHMG's bylaws, except to the extent that under Rhode Island law a greater number of Trustees of BHMG is required to affirmatively approve a joint power action. To the extent that Rhode Island law requires a greater number of Trustees to make a recommendation or resolution on a joint power matter before undertaking such joint power action, all Trustees shall take such prior vote on such matter in accordance with the bylaws in the manner specified by concurrent approval of the BUH Designees.(b) To initiate a joint power action listed in part (a) above, this ability can only be exercised by the BUH Designees in the event of a Board deadlock on a matter first presented for action at a regular or special meeting of the Board of Trustees of BHMG. BHMG shall cause the BUH Designees' authority to approve and initiate actions to be reserved to BHMG in the bylaws (or applicable organizational documents) of any subsidiary of which BHMG is the sole or controlling member, partner, trustee, or stockholder, or that BHMG otherwise owns or controls.”

“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 BUH's Finance Department. The Form 990 is prepared by the accounting staff upon completion of BUH'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 BHMG VP of Finance and EVP/CFO for final management review. Prior to filing the return with the Internal Revenue Service, a copy of the entire form is sent to BHMG's Board of Trustees in advance of its next Board meeting, at which the Director of Finance & EVP/CFO discuss highlights of the Form. All questions and concerns of the members of the Board are addressed 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 a website portal. The EVP/CFO is authorized to file the Form 990.”

“BUH currently makes its annual and quarterly consolidated 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 BUH's financial information to repositories and investors alike. Copies of BHMG's Articles of Incorporation, Bylaws, and Conflict of Interest Policy are available upon request from the office of the BUH EVP/CFO, either in person or by mail.”

“Brown University Health has a Conflict of Interest Policy that is applicable to all affiliates, including BHMG, 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 Brown 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 BHMG: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 University 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 o”

“OTHER PROGRAM SERVICES 4: BHMG employs many physicians and physician groups with privileges at Brown University Healths affiliated hospitals. Included among these various groups are the physicians working within BHMG's OB/Gyn Group and the Cardiovascular Institute (CVI), as well as neurosurgeons, pediatricians, plastic surgeons, pathologists, primary care physicians, and Hospitalists. OTHER PROGRAM SERVICES 5: The BHMG Department of Neurosurgery at RIH offers patient-focused, state-of-the-art clinical care in highly-equipped and modern facilities. Each of BHMG's skilled surgeons has specific neurosurgical subspecialty expertise, including surgery for brain tumors and epilepsy, cerebrovascular surgery, skull-base surgery, radiosurgery, complex spine surgery, and pediatric neurosurgery. In addition to providing care to patients and families from all over New England and the nation, as well as from outside the United States, BHMG surgeons are faculty members at The Warren Alpert Medical School of Brown University, where they conduct research as well as teach and mentor the next generation of neurosurgeons. Operating expenses and revenue for Neurosurgery during the fiscal year ended September 30, 2024 were $20,402,924 and $10,511,348, respectively.BHMG's Ob-GYN Group is committed to bringing together intelligent, talented, and compassionate professionals in order to provide exceptional care for women based on the latest research, technological advances, and holistic approaches. With three locations in Rhode Island and Massachusetts, BHMG OB-GYN has the advantage of many highly trained and experienced providers with easy access to medical specialists at BHMG's Women's Medicine Collaborative (WMC). BHMG OB-GYN and WMC work in partnership with one another, consulting on difficult cases and assisting each other in numerous surgeries. Operating expenses and revenue for OGA during the fiscal year ended September 30, 2024 were $16,988,519 and $13,105,910, respectively. OTHER PROGRAM SERVICES 6: BHMG Pediatrics:BHMG's Pediatric practice group is comprised of pediatricians and specialists who provide routine health check-ups, treat illnesses, lead immunization clinics, and staff Rhode Island Hospital's (RIH) pediatric division, Hasbro Children's Hospital (HCH). Operating expenses for this practice group directly charged to BHMG during the fiscal year ended September 30, 2024 represented primarily payroll and fringe benefit expenses funded by RIH. OTHER PROGRAM SERVICES 7: BHMG Hospitalists: Hospitalists are a dedicated inpatient group whose responsibilities are to care for medical patients from admission through discharge. Their role is to ensure that communication between the hospital and the PCPs is optimized to ensure that patients receive the best care possible.Brown University Health has more than 80 hospitalist providers throughout our affiliates. OTHER PROGRAM SERVICES 8: Operating expenses and revenue for the BHMG's RIH Hospitalist Medicine during the fiscal year ended September 30, 2024 were $15,007,674 and $7,389,772, respectively.Operating expenses and revenue for BHMG's TMH Hospitalists during the fiscal year ended September 30, 2024 were $14,730,047 and $7,912,274, respectivelyOperating expenses and revenue for the BHMG's EPBH Hospitalist Medicine during the fiscal year ended September 30, 2024 were $11,765,998 and $11,765,998, respectively. OTHER PROGRAM SERVICES 9: OTHER PROGRAM SERVICES 10: The Cardiovascular Institute (CVI) meet the demands of the changing health care environment and to enhance the level of cardiovascular care provided to the community. The CVI includes approximately almost 60 providers and support staff at three ambulatory care centers and two comprehensive cardiac centers. BHMG's portion of the CVI's program expenses consists primarily of CVI's expanded office-based services. CVI specialists work as a team across all disciplines, combining their expertise to provide an individualized treatment plan for e”

“Change in funded status of pension plan = $323200”

“Joint venture transfer = $76174034”

“BHMG has become one of the largest multispecialty practices in Rhode Island since its inception in 2012. BHMG's network of approximately 670 provider full-time equivalents (FTEs) and 430 support staff FTEs at September 30, 2024 offers a multitude of services that encompass medical areas such as primary care, neurosurgery, rheumatology, anesthesia, pediatrics, OB-GYN, plastic surgery, psychiatry and behavioral health, womens medicine, urgent care, and specialty services including cardiology, gastroenterology, pathology, and ophthalmology. BHMGs continuum of care guarantees access to specialty services within its network, as well as to all clinical care across the Lifespan health system. BHMG's teams provide patients with care ranging from basic needs to the most advanced treatments. BHMG was organized to provide accountable patient-centered, high quality, efficient, value-based, and innovative care to serve the health care needs of the communities in Rhode Island and elsewhere, including those served by the Hospitals affiliated with Brown University Health, and to promote and advance patient care, medical research, education and training in medicine, and medical-related sciences. In elaboration of such mission, BHMG is established for the benefit of and to support the patient care, teaching, and research missions of RIH, TMH, Emma Pendleton Bradley Hospital, Newport Hospital, and The Warren Alpert Medical School of Brown University.In the fiscal year ended September 30, 2024, the following BHMG statistics are notable: Visits- 583,663Procedures- 236,168Surgeries- 27,749Anesthesia Units- 751,240”

“BHMG Psychiatry is committed to integrating high quality mental health care with primary medical services at Brown University Health hospitals. BHMG physicians in psychiatry offer behavioral medicine services to help individuals improve health through behavior change. Inpatient services include assessment and treatment of acutely ill patients requiring a secure, safe environment for treatment of the full range of psychiatric problems, including psychotic, mood, and geriatric disorders, as well as suicidality. Mental health care is also available for patients with a comorbidity of medical conditions, developmental disabilities, significant family disturbances, and for adults suffering from substance abuse. Outpatient mental health services are provided by a multidisciplinary group of board-certified psychiatrists, psychologists, clinical nurse specialists, and social workers. With outpatient mental health services in short supply in the region, BHMG Psychiatry continues to grow its programs to accommodate requests for service. Operating expenses and revenue during the fiscal year ended September 30, 2024 were $22,539,586 and $18,703,115, respectively.”

“While BHMG did not produce an audited financial statement as of and for the fiscal year ended September 30, 2024, it was included in Brown University Health's audited consolidated financial statements, in which one column is used for BHMG individually. There are no regulatory or creditor stipulations which require the preparation of a separate audited financial statement for BHMG.The Brown University Health Audit and Compliance Committee assumes responsibility for oversight of the audit of Brown University Health's consolidated financial statements and the selection of Brown University Health's independent accountant.”