Ndh Foundation

“The organization follows a record retention policy that has been approved only by the audit committee, not the full board.”

“KRISTIN HUTCHINS AND LEWIS RUGE - Business relationship”

“The sole member of ndh foundation is health quest systems, inc. Nuvance health is the sole member of health quest systems, 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 member (health quest systems, inc.) shall elect the corporation's officers. Subject to the approval of the member, any vacancy or vacancies occurring in any office of the corporation may be filled until the next meeting at which officers are elected by the affirmative vote of the remaining directors in office at any meeting of the board, though such remaining directors may constitute less than a quorum. Any director may be removed at any time with or without cause by the member.”

“Certain fundamental decisions to be undertaken by the corporation require the approval of the member, including but not limited to the following: (i) election or removal of a director or an officer who is not an employee or contractor; (ii) amendment of the corporation's organizational documents; (iii) adoption of or revisions to policies relating to the control and supervision of the investment of the corporation's funds; (iv) adoption of or amendment to any of the corporation's qualified or non-qualified benefit plans; (v) adoption of or revisions to any system-wide quality, performance and credentialing standards and procedures; (vi) approval of all audited financial statements, which includes review of the systemwide accounting policies and controls and the selection of the independent auditors; (vii) adoption of or any material revisions to the capital budget and operating budget; (viii) adoption of, revisions to and oversight of any system-wide policies and practices relating to regulatory compliance; (ix) any assignment for the benefit of creditors, the filing of any petition in voluntary bankruptcy, the filing of any petition or answer seeking reorganization, or an arrangement with creditors under the federal bankruptcy law; (x) any change in the tax status of or revision of, the charity care policies; (xi) any merger, consolidation or similar transaction; (xii) any incurrence, assumption, or guarantee of any debt.”

“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, and 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 of interest 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 as paper copies. In addition, certain financial information is available on various websites due to regulatory filings such as the 990.”

“For those officers 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", represents benefits, and do not reflect any compensation for which the average amount of time worked can be reflected.”

“W-3 filing most employees are paid by a related organization under a common paymaster arrangement. As such, required payroll filing (including forms w-2 and w-3) is reported under related organizations.”

“Transfers to VBMCF - -233033; change in allowance of uncollectible pledges - -250560; change in pledge discount - -505914;”