Pinnacle Health Medical Services

“The sole member of the corporation is upmc pinnacle, a federally tax exempt, state nonprofit entity (ein 25-1778658). In september 2017 upmc pinnacle affiliated with upmc, a world-renowned integrated healthcare delivery and financing system, that is an international leader in providing clinical care, ground breaking research and treatments with locations in western and central pennsylvania, maryland, new york and around the world.”

“As sole member of the organization, upmc pinnacle shall elects the board of directors.”

“Certain governance decisions of the organization require the approval of both the upmc pinnacle board and the upmc board, as the sole member of upmc pinnacle.”

“The authority and responsibility for review of the form 990 for upmc pinnacle and subsidiaries is delegated to the finance committee of the upmc pinnacle board. Members are provided with a copy of the form 990 prior to filing and provided opportunity to review.”

“Upmc requires key employed and non-employed personnel to comply with its conflict of interest policies when they engage in upmc-related business. Persons covered by the policies include: -upmc board members, board committee members, corporate officers, and key employees -upmc physicians and non-physician employees who hold a position of influence -identified non-employed members of the upmc medical staff who hold a position of influence or trust-individuals conducting clinical research at upmc, whether or not they are employed by upmc. These individuals are required to complete a questionnaire at least annually, which along with other data is used to identify possible individual and institutional conflicts of interest. If a potential conflict is identified regarding a specific upmc activity, the corporate compliance department, with the assistance of the legal department, either develops a written plan designed to prevent the conflict from influencing decisions related to that activity, or requires that the conflicting relationship be divested, as appropriate. For employed personnel and non-board member, non-employed personnel, the conflict of interest identification and management process is ultimately overseen by an ethics and compliance committee of the upmc board of directors on behalf of upmc and all its subsidiaries. Potential conflict of interest transactions involving upmc board members and entities with which they are affiliated are monitored and subject to pre-approval by the governance and nominating committee of the upmc board of directors. In addition to the general corporate and board policies described above, upmc has also developed and implemented a separate tax questionnaire distributed to officers, directors, trustees, and key employees annually that specifically addresses disclosure requirements of form 990.”

“The compensation committee of the upmc pinnacle board has the authority to develop and maintain executive compensation to be approved by the upmc pinnacle board of directors. The compensation committee will follow a diligent process that meets regulatory requirements for a rebuttable presumption of reasonableness and promotes effective governance of executive compensation, consistent with the upmc pinnacle compensation philosophy. 1. Follow a process that establishes and maintains a rebuttable presumption of reasonableness for all executives potentially subject to intermediate sanctions. 2. Prepare minutes for each meeting to record the terms of the committee's decisions and the process followed in reaching those decisions. These minutes must include indications that the committee is following good practices in dealing with conflicts of interest and in obtaining and relying on appropriate comparability data on total compensation. 3. Select and directly engage and supervise any consultant hired by upmc pinnacle to advise the committee on executive compensation. 4. Periodically evaluate the appropriateness of this charter and the effectiveness of the process the committee uses in governing executive compensation and report this evaluation to the upmc pinnacle board. 5. Monitor changes in laws and regulations pertaining to executive compensation and benefits to see that upmc pinnacle complies with them. 6. Seek outside review of committee operations to ensure compliance with the irs rebuttable presumption of reasonableness. 7. Review actual executive compensation and benefits provided to confirm consistency with compensation and benefits approved by the committee. To support upmc's mission and as set forth in the upmc bylaws, the board of directors has formed an executive compensation committee ("committee") and delegated to it the responsibility for establishment and implementation of officer and key employee total compensation programs. As part of this responsibility the committee reports regularly to the board of directors. With board of directors approval, the committee has adopted a formal charter, which includes the establishment of a compensation philosophy and related policies with respect to the total compensation paid by upmc to its officers and key employees. The upmc total compensation program for officers and key employees is predicated upon an incentive compensation component. This component is based upon the accomplishment of predetermined performance goals and objectives which focus on the achievement of multiple annual and three year individual and group performance criteria in the context of appropriate risk taking. These criteria directly support upmc's mission and include: patient quality and satisfaction, community benefits, operational and financial strength, leadership development, and strategic business initiatives among others. The total compensation program is integrated with and reinforces the upmc business planning cycle as well as management development and succession planning processes. It is the committee's judgment that the structure of the total compensation program is vital to, and strongly supportive of, the high level of ongoing success of upmc and fosters the retention of critical officer and key employee talent. The total compensation determination process utilized by the committee is intended to satisfy the "rebuttable presumption of reasonableness" as set forth in the regulations to section 4958 of the internal revenue code ("code"). This means that compensation programs and levels are approved in advance by the committee which is composed entirely of outside directors who do not have a conflict of interest, as defined by the relevant regulations, with respect to the compensation program and levels. The committee obtains and relies upon a broad range of appropriate data as to comparability prior to making its determinations. The committee then contemporaneously documents, in formal meeting”

“The organization makes its governing documents and conflict of interest policy available for public inspection upon request. The organization includes a copy of its financial statements with the state registration filed with the pennsylvania department of state, bureau of charitable organizations. These documents are a matter of public record and can be viewed at the bureau office.”

“The physician services provided within phms support and enhance the services of upmc pinnacle hospitals and the upmc pinnacle system. It provides first class preventative care to the community as well as collaborates with its affiliates to improve the quality of healthcare, and the patient's experience. Phms provided free and uncompensated care during the year in the amount of $7,200,000. Phms provided charitable contributions and subsidized health services to the community at a cost of over $20,600,000. During the fiscal year ended june 30, 2024, specialty site visits totaled 906,023. Management considers the investment in specialty services critical in maintaining an integrated delivery system and to the future success of upmc pinnacle. Twenty new specialty practices opened in fy 2024 including: pain management & addiction services, york ear, nose and throat, cumberland valley obstetrics and gynecology specialists, pediatric orthopedics of central pa-upmc, pinnacle health dialysis access center, childrens neurological surgery, upmc orthopaedic care (hanover/annville/carlisle/hershey/shippensburg), upmc neonatology services, upmc plastic and reconstructive surgery carlisle, and yorktowne urology. The specialty physician practices include the following: surgical associates - on april 1, 2010, pinnacle health surgical associates came to fruition when the general surgeons and staff of capital area surgical associates and susquehanna surgeons joined the upmc pinnacle network. Excellent surgical care doesn't just happen. It's the combination of skilled surgeons, the latest technology and equipment and the expertise of the operating room team working together. The more advanced, the more precise, the better outcome for the patient. Phms has a long history of providing the finest surgical care in central pennsylvania, dating to the opening of our first operating room in 1900. Today, our outstanding team of general surgeons at pinnacle health surgical associates continues the tradition of excellence by performing a wide range of open and minimally invasive procedures. The team includes board certified and fellowship trained physicians who provide superior surgical skill and care. Wound & hyperbaric program - this program opened in january 2010. It provides expert medical care for chronic wounds that have failed previous methods of treatment. The use of specialized intensive wound therapies and, in specific circumstances, the approved use of hyperbaric oxygen therapy enhances the healing process in an attempt to return patients to the highest level of daily functioning and healing. Also, the implementation of an in-patient consultation program at the hospitals allows for optimal patient follow-up and referrals. The program also provides for increased educational programs for area physicians, residents and medical students in this specialty. Rheumatology - opened for business on march 1, 2010. Phms' rheumatology office was founded to diagnose and treat the surrounding community that experienced constant pain with rheumatic diseases. Whether faced with an inflammation of the joints, tendons or muscles, or constant pain, pinnacle health's rheumatology doctors help diagnose the condition and find the course of treatment suitable for each individual. Many types of rheumatic diseases are not easily identified in the early stages and because some are more complex than others, more than one visit may be necessary. As such, our rheumatologists work closely with patients to design individualized treatments that meet their needs. Pinnacle health neurologists and neurosurgery - this program was established to meet the emergent need for neurologists in central pa. Coverage for inpatient physician coverage at upmc pinnacle hospitals is its primary focus, as well as establishing and growing outpatient services to address community needs. This department also provides the emergent need in central pa of skilled neurosurgeons. Pennsylvania neurosurgery”

“Phms medical group- the primary care practices comprise 26% of the total program expenses of pinnacle health medical services. Primary care services are currently provided through 54 family care centers located in the surrounding central pennsylvania communities. During the fiscal year ended june 30, 2024, primary care patient visits totaled 564,744. In fiscal year 2024, family care added two new practices: upmc primary care white rose and upmc primary care gettysburg. These new locations strengthen upmc pinnacle's commitment to the community, enhancing local access to high-quality primary care. Patients now have greater connectivity to upmc pinnacle's network, benefiting from specialty care services and advanced diagnostic and treatment technologies. Phms clinics - the clinics comprise 10% of the total program expenses of phms. There are 9 clinic facilities throughout central pennsylvania that provide patient care to the surrounding communities. During the fiscal year ended june 30, 2024, clinics had visits that totaled 76,717. The clinics mainly serve an un-insured, under-insured, and large medical assistance community as it lives out its mission statement to be a charitable organization dedicated to maintaining and improving the health and quality of life. The clinics include the following: kline health center - this program provides primary and specialty care to a largely urban population. While the practice does see private patients, much of the population served is of low income and/or underinsured. Since many of our patients rely on public transportation, kline is able to meet many of the patient's needs at one location. Resident physicians, under the supervision of board-certified physician faculty as well as specialty physicians, come to kline to see patients for their orthopedic, endocrine, neurological, infectious disease, and surgical needs. The office is managed by a full-time rn who oversees a staff of medical assistants and other office support staff to meet the needs of the patients and providers. Children's and teen center - this program provides primary, acute, and preventative care plus some specialty services for children newborn through 18 years of age. Specialty services include neonatal developmental care, lead poisoning diagnosis and follow-up, pediatric neurology, and care for children infected with hiv. Women's inpatient services - this program provides comprehensive inpatient obstetrical and gynecological services to a patient population consisting largely of a managed care medical assistance patient base. This program was established in 2007. Women's outpatient health center - this program provides comprehensive outpatient obstetrical and gynecological services to a largely managed care medical assistance patient population. Pinnacle health resource education and comprehensive care for hiv (reacch) - this program was established to provide primary and specialty medical care for people (including pregnant women and their exposed infants) who are hiv-positive as well as to provide support services for these patients. Additional services provided to this patient population include nutritional counseling, transportation to medical appointments, vision care, assistance with medication co-payments, and assistance with mental health counseling and psychiatric care. The program is partially grant funded and also provides reimbursement to upmc pinnacle for services rendered to patients who are hiv-positive and are either uninsured or underinsured. As part of our mission to provide access to care and to accommodate those patients who need care at times when our primary care offices cannot assist them, phms has 19 retail clinics. With access to patients' medical records from their recent primary care visits, the clinics provide seamless follow up care. The retail clinics are open seven days a week with evening hours and no appointments are necessary. Total patient visits were 153,564 in fiscal year 2024.”

“Upmc (ein 23-1423657), a federally tax exempt entity, the parent of a large integrated delivery and financing system and the parent entity of upmc pinnacle, who is the parent of pinnacle health medical services, issues and files all form 1099s for pinnacle health medical services.”

“Upmc group entities do not have a section 4960 excise tax liability to report on form 4720 related to payments of $1 million or more in remuneration or excess parachute payments during the tax year ended june 30, 2024. Remuneration is not taken into account for the purposes of the excise if no deduction for the remuneration is allowed by reason of section 162(m). Section 162(m)(6) imposes a compensation deduction limitation on controlled groups, such as the upmc controlled group, that include one or more covered health insurance providers.”

“Transfer of affiliate fund balance -5,682,645.”

“Upmc has an audit committee that is established to assist the board of directors in fulfilling its oversight responsibilities by monitoring upmc consolidated financial reports and other financial information provided by upmc to governmental bodies, the public or other external entities. The upmc's system of internal controls regarding finance, accounting, legal compliance and ethics that management and the board have established and upmc's internal auditing, accounting and financial reporting processes also provided oversight.”

“The organization's financial statements are part of a consolidated financial statement audit performed by ey for upmc and all subsidiaries. The entire system's financial statements, of which this organization is part, are posted on the upmc website. (www.upmc.com) the financial statement audit during the 990 filing period is for the calendar year ended december 31, 2023.”