Geisinger Health

“There was a delegation of authority to the geisinger health emergency action committee, which is comprised of the chair of the board, vice chair of the board, the president and ceo (ex-officio director), chair of the finance committee and chair of the patient experience, academic affairs and quality committee. Under the nonprofit corporation law and under geisinger health's corporate bylaws, the emergency action committee shall exercise the power and authority of the board of directors to act on emergency matters between meetings of the board of directors.”

“Benjamin k. Chu, md, mph, macp, dominic moffa, mba, fache, donald t. Rosini, heather m. Acker, jaewon ryu, md, james e. Hartle, md, janet f. Tomcavage, rn, msn, jeffrey a, jacobson, kevin v. Roberts, mba, cpa, kurt wrobel, fsa, maaa, lori r. Gramley, esquire, sherry a. Glied, phd, steven b. Bender, esquire, terry gilliland, md, thomas h. Lee, jr, md, msc, thomas j. Liston, v. Chris holcombe, pe, and virginia mcgregor all have a business relationship with one another because they serve as officers and/or directors on one or more for-profit affiliates of the entity. All of the affiliates are part of geisinger.”

“Geisinger health filed articles of amendment with the pennsylvania department of state to reflect risant health, inc., a 501(c)(3) organization, as the sole corporate member of geisinger health effective march 31, 2024. Geisinger health corporate bylaws were amended to reflect risant health, inc. As the sole corporate member with reserve powers over geisinger health as set forth in the bylaws pursuant to the pennsylvania nonprofit corporation law. Geisinger health amended language in the corporate bylaws delegating certain responsibilities to geisinger health controlled affiliatesand standing committees and amended the composition of the emergency action committee.”

“Effective march 31, 2024, risant became the sole member of gh with reserve powers over gh set forth in gh's corporate bylaws and pursuant to the pennsylvania nonprofit corporation law.”

“The form 990 is prepared by kaiser foundation health plan, inc.'s tax preparation and oversight department with information provided from geisinger finance, human resources, legal services and other relevant departments within geisinger. Prior to finalization, the return is reviewed by pwc us tax, llp. The chief financial officer of geisinger and the individual organizations senior financial managers review their respective form 990 prior to making the final return available to the board. All officers and directors were electronically provided a final copy of the form 990 prior to filing the return with the irs. An executive summary of the information reported on the return is provided to assist in the review. In accordance with the geisinger health board of director's finance committee charter, geisinger organizations' form 990 filings are reviewed annually.”

“The officers and directors of the organization are subject to the geisinger conflict of interest policy for directors, officers and senior leaders. At least once each year directors, officers, key employees, senior leaders and others designated by the board of directors are required to disclose in writing the existence of any potential financial interests that may give rise to a conflict of interest with any affiliate within geisinger. The disclosures are reviewed by the office of the chief compliance officer and reported to the audit and compliance committee and/or board of directors. After review of the financial interest and all material facts, input from department of legal services and any discussion with the person desired by the board or committee, the committee/board decides if a conflict exists and takes appropriate action. The individual disclosing the financial interest is absent during the committee/board deliberations and decisions on the matter.”

“The process to review and approve the compensation of geisinger employed board directors, officers, and executive management is designed to satisfy the rebuttable presumption procedure available for intermediate sanction purposes. The process requires a review of compensation determinations by disinterested parties, use of appropriate comparability data and contemporaneous documentation of the process. On an annual basis an independent, nationally recognized compensation consultant completes a comparative assessment of compensation for the ceo and senior management within geisinger. The consultant's report is presented to the geisinger family committee prior to any compensation adjustment. The report supports the rigorous review completed by the geisinger family committee to ensure that the program is responsible to the geisinger charitable mission, reflects reasonable compensation within the nonprofit market and is compliant with the irs's intermediate sanction requirements. The survey data in the comparative analysis is captured for functionally comparable positions in multiple similar nonprofit organizations and reflects total remuneration provided in the market. All surveys are conducted by third party organizations and not conducted at the specific direction of geisinger. Any compensation adjustments are approved by the geisinger family committee prior to the effective date of the payment. The geisinger family committee at its sole discretion may positively or negatively adjust any recommended compensation.”

“See schedule o response to form 990, part vi, section b, question 15a.”

“Financial statements, form 990, form 990-t, the conflicts of interest policy, and other governing documents are available to the public upon request.”

“Geisinger health serves to ensure geisinger affiliate entities have adequate financial resources to fulfill their charitable purpose, to initiate and administer grant and philanthropic support programs for all geisinger entities, and the patients they serve.”

“I. Vision and values vision: making better health easy values: kindness - we treat everyone as we would hope to be treated ourselves. Excellence - we will humbly strive for excellence in all we do. Safety - we will provide a safe environment for our patients and members and the geisinger family. Learning - we share our knowledge with the best and brightest to better prepare the caregivers of tomorrow. Innovation - we constantly seek new and better ways to care for our patients, our members, our communities and the nation. I. General information geisinger is among the nation's leading providers of value-based care, serving 1.2 million people in urban and rural communities across pennsylvania. Founded in 1915 by philanthropist abigail geisinger, the nonprofit system generates $10 billion in annual revenues across 126 care sites - including 10 hospital campuses - and geisinger health plan, with more than half a million members in commercial and government plans. Geisinger college of health sciences educates more than 5,000 medical professionals annually and conducts more than 1,400 clinical research studies. With 26,000 employees, including 1,700 employed physicians, geisinger is among pennsylvania's largest employers with an estimated economic impact of $15 billion to the state's economy. On march 31, 2024, geisinger became the first member of risant health, a new charitable nonprofit organization created to expand and accelerate value-based care across the country. Geisinger health ("gh") is a pennsylvania 501(c)3 not for profit corporation that serves as the corporate parent of all geisinger affiliated entities. Gh serves to ensure its affiliated entities have adequate financial resources to fulfill their missions and to initiate and administer grant and philanthropic support programs for all geisinger entities. The affiliated entities of gh are: - geisinger medical center (gmc) is a pennsylvania 501(c)(3) not-for-profit corporation owning and operating a regional referral tertiary care medical center in danville, pennsylvania, a separate outpatient ambulatory campus on woodbine lane, danville, pennsylvania, and geisinger shamokin area community hospital (gsach) which is a campus of geisinger medical center located in shamokin, pennsylvania. - geisinger encompass health limited liability company is a pennsylvania limited liability company representing a joint venture between geisinger medical center and encompass health (formerly healthsouth corporation) to provide for the development, management, financing and operation of a freestanding rehabilitation hospital (geisinger encompass health rehabilitation hospital) on the gmc campus, and the development of a network to provide outpatient rehabilitation centers and other programs to geisinger patients. - geisinger-hm joint venture, llc, ("ghjv") is a pennsylvania limited liability company representing a joint venture between geisinger medical center and highmark health (effective may 1, 2024, geisinger medical center became the sole member). Ghm is organized to provide high quality, innovative, cost-effective clinical care to patients in its service area and to engage in any activities and transactions as may be necessary to accomplish the same including owning and/or operating hospitals or other health care facilities. Geisinger-hm joint venture (g-hm) operates licensed laboratory services known as geisinger medical laboratories (gml). Geisinger-hm joint venture(g-hm) owns and operates the ambulatory surgery center/facility known as geisinger endoscopy - montoursville. - geisinger medical center muncy (gmcm), formed june 11, 2020, received its hospital facility license on january 5, 2022, and welcomed its first patients, monday, jan. 10, 2022. The full-service hospital includes an emergency room, clinical decision unit, intensive care unit, surgical suites and primary and specialty care areas. Gmcm was part of the clinical joint venture between geisinger and highmark health tha”

“- geisinger insurance corporation, risk retention group (rrg) is a non-profit corporation domiciled in the state of vermont and registered by the pennsylvania insurance department, to provide primary professional liability coverage for various geisinger entities. - geisinger assurance company, ltd. (gac) is for-profit company domiciled in the cayman islands which provides reinsurance against liability arising out of system activities, including medical, legal, and general liability. The geisinger assurance company provides 100% of the reinsurance for the system's primary liability coverage. - iss solutions inc. (formerly known as geisinger medical management corp.) is a pennsylvania for-profit corporation that delivers clinical and informational technology services and business software solutions to clients throughout the united states, and owns and operates the pine barn inn, a restaurant, hotel, and special events venue located in danville, pennsylvania. - geisinger indemnity insurance company is a pennsylvania for-profit corporation providing health insurance. - geisinger quality options, inc. Is a pennsylvania for-profit corporation providing health insurance. See also form 990, schedule r for affiliated organizations. Ii. Major program service activities gh was organized for the purpose of conducting exclusively charitable, scientific, and educational activities including, directly or indirectly, supporting, operating for the benefit of, performing the functions of, or carrying out the purposes of, gmc or any other organization affiliated with the corporation which qualifies as an exempt organization under sections 501(c)(3) and 509(a)(1), 509(a)(2), 509(a)(3) or 115 of the internal revenue code. Gh engages in activities related to the foregoing, including the solicitation of funds from individuals, corporations, and other organizations. Iii. Program service accomplishments charitable allocations to affiliates in carrying out its charitable mission to geisinger affiliated exempt organizations, gh contributed $10,693,935 to its affiliated exempt organizations during the year ended 12/31/2024 as follows: geisinger medical center $4,049,325 geisinger wyoming valley medical center 1,807,693 geisinger commonwealth school of medicine 1,699,143 geisinger clinic 1,438,991 geisinger system services 651,044 geisinger jersey shore hospital 343,096 marworth 242,756 geisinger lewistown hospital 167,051 geisinger community health services 134,155 geisinger medical center muncy 103,629 community medical center 69,483 geisinger bloomsburg hospital 34,050 geisinger pharmacy, llc 28,887 geisinger health plan 17,125 geisinger-hm joint venture, llc 11,837 west shore advanced life support services, inc. 6,396 keystone health information exchange, inc. 5,000 total charitable allocation to affiliates $10,809,661 community health, education, and outreach gh board of directors recognizes that, as a not-for-profit charitable organization, gh and its affiliates have a mission to advance the welfare of the community. In this regard, gh made the following charitable contributions to the community during the year ended 12/31/2024: -supported area organizations with cash and in-kind charitable contributions of $632,371. Refer to schedule i for details of contributions greater than $5,000. Gh also provided $7,100,004 in cash contributions to caring community health center ("cchc") dba communitycare, a federally qualified health center look-a-like providing a range of services to medically underserved populations including indigent and uninsured. For further detail on geisinger health's philanthropic impact, visit: https://www.geisinger.org/about-geisinger/geisinger-foundation/quarterly-i mpact-report iv. Community benefit summary charitable allocation to affiliates $10,809,661 other charitable contributions 7,732,375 total community benefit $18,542,036”

“Geisinger system services (gss), an affiliate of the organization, provides a centralized accounts payable function for all geisinger organizations. As the accounts payable processor, gss prepares and files form 1099 under its ein for certain reportable payments of the filing organization. The number of form 1099's filed by gss for the 2024 reporting period on behalf of itself and its affiliates was 1,166. The response entered on line 1a for the organization includes only those form 1099s filed under the organizations ein, it does not include those filed by gss on its behalf.”

“Geisinger system services (gss), an affiliate of the organization, provides a centralized accounts payable function for all geisinger organizations. As the accounts payable processor, gss prepares and files form 1099 under its ein for certain reportable payments of the filing organization. The number of form 1099's filed by gss for the 2024 reporting period on behalf of itself and its affiliates was 1,166. The response entered on line 1a for the organization includes only those form 1099s filed under the organizations ein, it does not include those filed by gss on its behalf.”

“Net treansfer <to> from affiliates $ 124,093,088 gain / (loss) from subsidiary $- 98,421,182 gain/(loss) on extinguishment of debt $ - 201,262 impairment $ 264,090 change in partnership equity $ 2,209,204 other adjustment $ 21,944 total $ 27,965,882”

“Federal awards are audited as a part of the geisinger's consolidated report on federal awards in accordance with uniform guidance, 2 c.f.r. Part 200, subpart f. Footnote: throughout this document, the terms "geisinger"geisinger health" shall refer to the entire health care system comprised of geisinger health foundation (the "foundation") as parent and all subsidiary corporate entities comprising the health care system. In addition, throughout this document, the term "system" shall refer to the entire health care system as previously defined plus its affiliates.”