Pennsylvania Psychiatric Institute

“The members of the organization are Penn State HEALTH and UPMC Pinnacle. These organizations represent a single class of members. Admission of additional members, if any, shall be in accordance with the Agreement Between Members.”

“The board of directors consists of 4 directors designated by Penn State HEALTH and 4 directors designated by UPMC Pinnacle. These 8 directors then select up to three community board members and any additional members, not exceeding a total of 4 additional members.”

“The following actions require approval by the member directors: (a) the sale of the organization or substantially all of the assets; (b) a change in location of the hospital; (c) the admission of new members; (d) the dissolution of the organization; (e) the incurring of indebtedness in excess of $10,000; (f) a capital expenditure in excess of the amount approved in the capital budget; (g) the appointment of auditors; (h) any amendment to the organization's bylaws.”

“The Form 990 will be reviewed by the CEO prior to filing. Each board member will receive a copy prior to the filing of the return.”

“In connection with any actual or possible conflict of interest, an interested person must disclose the existence and nature of his or her financial interest to the Directors and any relevant committee members. An interested person shall include any director, officer, or member of a committee of the Corporation or an entity affiliated with the corporation who has a direct or indirect financial interest in a proposed transaction. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. An interested person may make a presentation at the board or committee meeting, but after the presentation, he or she shall leave the meeting during the discussion of, and vote on, the transaction or arrangement involving the possible conflict of interest.”

“Members of the board are part of a search committee that establishes salary recommendations and analysis using comparability data for the CEO position upon his initial hire with the intention to maintain compensation within fair market range for the industry. Annually, a performance review is performed upon which a merit increase is based. Increases are approved by the Board. Compensation for senior leadership is based on a human resources formula in conjunction with comparability data and approved by the CEO. Annually, based on suggestions from the CEO, Senior leadership receive merit increases based on performance. CEO recommendations are reviewed and approved by the Board. The Board determines the maximum organizational merit rate increases.”

“The organization makes its governing documents and conflict of interest policy available for public inspection. 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 members of the Pennsylvania Psychiatric Institute (PPI) are Penn State HEALTH and UPMC Pinnacle. The board of directors consists of 4 directors designated by Penn State HEALTH and 4 directors designated by UPMC Pinnacle. The members are not considered to be related organizations to PPI since neither member has a controlling interest in PPI. As such, the members are not reported on Schedule R as related organizations. Also, the compensation paid by the members to the member directors for their services performed as employees of the members (not PPI) is not reported as compensation paid by a related organization. However, in the interest of transparency, PPI is not reporting the eight member directors designated by the members as being independent board members.”

“Physician Fees: Program service expenses 4,426,494. Management and general expenses 0. Fundraising expenses 0. Total expenses 4,426,494. Purchased Services: Program service expenses 0. Management and general expenses 2,862,091. Fundraising expenses 0. Total expenses 2,862,091. Consulting Fees: Program service expenses 40,500. Management and general expenses 272,805. Fundraising expenses 0. Total expenses 313,305. Recruiting Expenses: Program service expenses 0. Management and general expenses 1,995. Fundraising expenses 0. Total expenses 1,995. Outsourcing Expenses: Program service expenses 588,760. Management and general expenses 213,425. Fundraising expenses 0. Total expenses 802,185. Other Professional Fees: Program service expenses 8,050. Management and general expenses 50,864. Fundraising expenses 0. Total expenses 58,914.”