The Danbury Hospital

“The policies exist at the parent level, which are followed by each entity and are approved by the parent board, but not the board of the danbury hospital. This excludes the record retention policy, which is approved only by the parent audit committee.”

“While a written policy has not been adopted regarding the evaluation of participation in joint ventures, management follows a procedure in which all possible joint venture arrangements are evaluated under applicable federal tax laws. Management utilized the services of appropriate consultants and legal counsel to evaluate each joint venture opportunity. This evaluation also includes an analysis of how the joint venture will further the hospital's mission. The hospital has taken all appropriate steps to safeguard its tax exempt status with respect to all joint venture arrangements. Joint venture arrangements are approved by the board of trustees.”

“Western connecticut health network, inc. Is the sole member of the danbury hospital. Nuvance health is the sole member of western connecticut health network, inc. On february 28, 2024, nuvance health entered into an affiliation agreement with northwell health, inc. ("northwell"), pursuant to which northwell or an affiliated entity would become the active parent and sole corporate member of nuvance health. This transaction was subject to the receipt of regulatory approvals and the satisfaction of closing conditions. Effective may 1, 2025, the parties closed the transaction and northwell, inc. (which is the ultimate sole corporate member of northwell) became the sole corporate member of northwell health system, inc., which became the parent entity of nuvance health.”

“The sole member shall be responsible for electing, at the annual meeting of the membership, the members of the board of directors of the hospital to serve for three year terms and until their successors are elected and have qualified.”

“Decisions of governing body approval by members or shareholders certain fundamental decisions to be undertaken by the hospital require the approval of the member. A) the actions listed below, taken for the hospital or in its capacity voting as a shareholder or member of a subsidiary ("danbury subsidiary") shall not require approval by the board and are reserved solely to the member: *the amendment of the hospital's bylaws; *the election or removal of a director; *approval of investment policies; *approval of the adoption of or amendment to any qualified or any non-qualified benefit plan; *approval of the adoption of or any amendment to the policies and procedures governing a) indemnification of directors and officers of the hospital or any danbury subsidiary; b) conflicts or dualities of interest; c) accounting and investment standards and practices and d) such other policies the member may determine; *approval of system-wide quality, performance and credentialing standards and procedures to which the hospital or any danbury subsidiary is expected to adhere; *and approval of regulatory compliance and methodology for physician compensation arrangements. The actions listed below, taken for the hospital or in its capacity voting as a shareholder or member of a danbury subsidiary, which require approval of the board, must also be approved by the member: *the election of the officers of the hospital; *approval of all operating and capital budgets of the hospital and danbury subsidiary; *approval of any amendment or restatement of the hospital's certificate of incorporation, bylaws, or operating agreement of any danbury subsidiary; *approval of any sale, lease, exchange, or other disposition of all or substantially all the property or assets of the hospital or any danbury subsidiary; *approval of the creation of any corporation of which the hospital or a danbury subsidiary is the sole or controlling member or sole or controlling shareholder; the merger or consolidation of the hospital or any danbury subsidiary with another corporation; and the reorganization, liquidation or dissolution of the hospital or any danbury subsidiary; *approval of any loans by the hospital or any danbury subsidiary, or the incurring of any indebtedness, secured or unsecured, which exceeds two million dollars ($2.0 million) or which has a term longer than one year; *approval of unbudgeted expenditures in excess of two million dollars ($2.0 million) or any increase in any approved annual operating or capital budget. *approval of any agreement or transaction of the hospital or any danbury subsidiary involving an amount greater than two million dollars ($2.0 million) with another individual or entity; *approval of the affiliation of the hospital or any danbury subsidiary with any other entity for the purposes of the joint conduct of business; *creation of any committee which shall have the authority to act on behalf of the board or on behalf of any danbury subsidiary; *approval of any conveyance of, or the granting of mortgages or trusts on any real property assets of the hospital or of any danbury subsidiary; *approval of the strategic plan of the hospital and of any danbury subsidiary; and *approval of any commencement, cessation, location, relocation or consolidation of significant clinical services provided by the hospital or any danbury subsidiary.”

“The forms 990 for nuvance health and affiliated entities are prepared by the nuvance health tax department with assistance from various departments throughout the organization. The returns are reviewed by management and an independent accounting firm. A complete draft is then posted to an intranet site for nuvance health board members, the ultimate parent of the organization, to review the returns prior to filing. The forms 990 are then signed and filed with the irs.”

“Officers, trustees/directors, key employees and other disqualified persons are required to complete a conflict of interest questionnaire annually. Responses are reviewed by the chief compliance, audit & privacy officer. Also, they are required to disclose any conflict to the board or directly to the chairman prior to any meeting. After a potential conflict ofinterest is disclosed along with all related material facts, the board proceeds to discuss and determine through a majority vote of the disinterested members whether an actual conflict or duality of interest exists. If the interested person is present at the start of the discussion, he or she may answer questions related to the matter and provide additional, relevant facts but is required to leave the meeting during deliberations regarding whether an actual conflict or duality of interest exists.”

“Nuvance health's executive total rewards philosophy is designed to align with the company's strategic direction, and to reinforce its core mission, vision and values. In order to achieve its overall performance objectives, nuvance health provides total rewards programs that recognize executives for performing work well to ensure the achievement of company goals. These programs serve to promote the attraction, engagement, and retention of talented executives throughout their careers with nuvance health. The total rewards programs are designed to be market competitive, compliant with regulatory guidelines reflective of best practices, and differentiated to create strong competitive advantage. Total rewards programs are reviewed on an ongoing basis to ensure continued market competitiveness, relevant value to executives, and fiscal responsibility. Total rewards for nuvance health executives consists of key components of compensation and benefits. Overall executive rewards program will emphasize performance-based elements, whereby targeted levels of compensation will only be achieved if the organization and individual achieve stretch goals and objectives. Based on the labor markets for talent for executive roles, nuvance health will utilize a weighted blend of both national comparably-sized health care provider market data with a +25% geographic differential applied (differential to be validated on a periodic basis) at two-thirds weight and national comparably-sized general industry data, for identified roles where skill sets overlap at one-third weight. Geographic differential reflects the observed and reported executive compensation differential between nuvance health's operating region and the broader national health care provider market. Nuvance health's total rewards philosophy and practices are targeted at the 50th percentile of the relevant market for base salary, and 62.5th percentile for total cash and total direct (where available) compensation elements if target performance is achieved under variable compensation programs. Nuvance health's committee has discretion to position individual levels above or below this targeted competitive positioning, based on such factors as positioning to market, high demand skillsets and difficult to fill or critical to the organization's strategy and success. Our governance promotes consistency and equity; provides clarity and guidance to decision-makers; ensures standard processes and procedures for assessing, calibrating, administering, and delivering effective total rewards throughout the nuvance health system. Oversight and governance of the executive compensation philosophy and programs for eligible executives/disqualified individuals (currently ceo, president and tiers 1 and 2) will be at the compensation committee of the board level and will follow a structured and rigorous process to ensure compliance with intermediate sanctions under irs guidelines. Compensation review and approval process is identical to the process for the ceo. An annual letter of reasonableness is presented to the executive compensation committee of the board of directors by willis towers watson as consultant to the board. In this annual assessment of the reasonableness of the total remuneration packages provided to select executives, an opinion is rendered with respect to the reasonableness of potential target and maximum total remuneration provided to the included executives for each fiscal year. A bi-annual letter of reasonableness for physician compensation is also presented to the executive compensation committee by korn ferry hay as a consultant to the board. This assessment of the reasonableness of the total remuneration packages provided to physicians is rendered with respect to the reasonableness of potential target and maximum total remuneration provided to each physician.”

“The governing documents, policies and financial statements are available to the public upon request. The documents are provided either electronically or paper copies. In addition, certain financial information is available on various websites due to regulatory filings such as the 990 and bond holder agreements.”

“For those officers and top 5 employees, for which only 40 hours is noted to reflect paid hours, actual hours worked exceeded this amount. Note: all amounts in column f, of part vii, "estimated amount of other compensation", represent benefits, and do not reflect any compensation for which the average amount of time worked can be reflected.”

“The danbury hospital ("dh") is reporting income from the investment of tax-exempt bond proceeds on form 990, part viii, line 4. This income is allocated to dh from its parent, nuvance health. Pursuant to the form 990 instructions, nuvance health reports all required information on form 990, schedule k for the tax-exempt bond issuances of the nuvance obligated group, of which dh is included.”

“Other - Total Revenue: 3193751, Related or Exempt Function Revenue: 3193751, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ;”

“All other revenue - Total Revenue: 211539, Related or Exempt Function Revenue: 211539, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ;”

“Although contributions are reflected on form 990, part i, line 8, all fundraising expenses were incurred by the danbury hospital & new milford hospital foundation, inc.”

“Change in equity interest in the foundations - 26936096; board designated net asset transfer - 650649; jv sonic investment adjustment - -1181649;”