Lehigh Valley Health Network

“The process to review the 990's includes: Draft 1 of the returns is reviewed in detail with a focus on accuracy, completeness, and perspective by the LVHN Vice-President,Finance-Controller and the LVHN Corporate Legal Counsel. Draft 2 of the returns is reviewed by the Executive Vice President & Chief Financial Officer. All Compensation disclosures are reviewed by the Director - Compensation - Human Resources. Draft 3 of the returns is reviewed together with the President & CEO, the Executive Vice President & Chief Financial Officer, the Vice-President,Finance-Controller and the Director-Tax. Final returns are reviewed with the LVHN Board Leadership Group (the Board Chair and three Vice Chairs). Copies of all 990's are provided to the full Board prior to filing.”

“In January 2016, LVHN implemented an electronic tool designed to send notifications and track disclosures reported on Conflict of Interest Questionnaires. The Network also expanded the scope of the Conflict of Interest or Commitment Policy, such that additional colleagues are now required to complete a questionnaire each year. Prior to January, the VP, Internal Audit and Compliance Services issued a notice to Board Members and members of the Senior Management Council when it was time for them to submit their conflict of interest questionnaires. The VP also instructed members of the Senior Management Council to identify and request completed conflict of interest questionnaires from individuals who had potential conflicts of interest and to provide her with the identity of those individuals. Compliance Services tracked completion of the questionnaires. All physicians on LVHN's medical staff are also required to complete a conflict of interest questionnaire annually. Medical Staff Services monitors this process to ensure that all physicians comply. Potential conflicts are managed by the LVHN Conflict of Interest Committee and/or by the Board of Trustees, depending on whose interest(s) pose the conflict and the nature of the conflict.”

“2015 Executive Compensation Review In compliance with the rebuttable presumption of reasonableness process outlined in the Intermediate Sanctions regulations (issued under Section 4958 of the Internal Revenue Code); Sullivan Cotter and Associates, Inc. (Sullivan Cotter) qualifies as an independent executive compensation expert, specializing in the health care industry. Sullivan Cotter provides advice to the Lehigh Valley Health Network Executive Compensation Committee of the Board of Trustees to support its attainment of the rebuttable presumption of reasonableness under the Intermediate Sanctions regulations. They also support the committee in ensuring that the LVHN executive compensation program is competitive and aligned with the organization's executive compensation philosophy. Chief Executive Officer Total Compensation Review: Program Analysis: Analyze the market position of total compensation (base salary, incentive, benefits, and perquisites) for LVHN's President and Chief Executive Officer (CEO) in relation to CEO market data obtained for a defined peer group of comparable health systems. This includes the preparation of tally sheets for the President and CEO as well as an analysis of Form 990 compensation data. They assess the alignment of the President and CEO's compensation with LVHN's compensation philosophy and note the implications of the review. Sullivan Cotter's analyses and findings are summarized in a report to the Committee that provides a reasonableness opinion for the Intermediate Sanctions compliance. The report was provided by Sullivan Cotter at the August 17, 2015 Executive Compensation Committee Meeting. Senior Management Council (SMC) Total Compensation Review: Program Analysis: Analyze the market position of total compensation (salaries, incentives, benefits, and perquisites) for LVHN's SMC executives and Clinical Chairs (approximately 30 total positions) in relation to comparable positions in peer organizations. This includes the preparation of tally sheets for each individual. Sullivan Cotter's analyses and findings are summarized in a report to the Committee that also provides an opinion of reasonableness for Intermediate Sanctions compliance. . The report was provided by Sullivan Cotter at the August 17, 2015 Executive Compensation Committee Meeting. Summary of Methodology To conduct this analysis, Sullivan Cotter: Collected background information regarding LVHN's operations, structure, size and scope, as well as each position's duties. Compiled market data for SMC executives consistent with the Executive Compensation Philosophy approved by the Committee during its September 16, 2014 meeting: The market data used for LVHN system executives in this assessment are an equally weighted blend of (1) a peer group of 33 not-for-profit health systems located in the Northeast region (excluding New York City) with net operating revenues between $1.0 billion and $4.3 billion (average of $1.8 billion), and (2) national data reflecting organizations of similar scope and size to LVHN. National data are used where peer group data are not available. Peer group and national market data were abstracted from Sullivan Cotter's 2014 Survey of Manager and Executive Compensation in Hospitals and Health Systems, as well as other published compensation surveys reflecting pay at comparably sized organizations, which included national hospitals and national medical groups. Sullivan Cotter notes that no market data are provided for the SVP, Medical Services as the responsibilities of that position are unique, so no benchmark data are available. They recommend that the Committee assess the compensation for that position based on internal equity considerations. Compiled market data for the LVHN clinical chairs prepared by the Association of American Medical Colleges (AAMC) for the chairs of clinical departments in medical schools, LVHN's traditional comparator group for these jobs. Adjusted the market data to an effective dat”

“Anothers Website - Guidestar. Upon request - hard copies with senior management and marketing.”

“The Organization makes its financial statements available to the public through its Annual Report to the community. The Annual Report is distributed to all attendees at the Organizations annual public meeting. In addition, it is distributed via mail to members of the community. The Organizations governing documents and conflict of interest policy are not made available to the public.”

“Hours worked by these individuals reflect the combined hours spent as a Board Officer and an Employee of the organization. All compensation, benefits, etc. reported are for work as a member of senior management of the organization. The remainder of the officers, trustees, listed above are volunteers and receive no compensation.”

“The Audit Committee of the Board of Trustees assumes responsibility for oversight of the audit and selection of an independent auditor.”