Prima Medical Foundation

“In august 2019 and september 2019, the duties of treasurer and interim chief financial officer was delegated to dennis stillman, an independent consultant with huron consulting group. Compensation paid to huron consulting group by marinhealth medical center, a related organization, in exchange for dennis stillman's services totaled $95,000.”

“The organization has one sole member (by definition of the bylaws), marinhealth medical center. The form 990 instructions also define "member" as any person (including a corporation) with the power to appoint members of the governing body. Accordingly, the organization has two additional members: prima medical group and marin healthcare district medical care center.”

“The organization's sole member (by definition of the bylaws), marinhealth medical center, has the power to select 10 of the voting directors, which are selected as follows: 5 of the appointed directors are persons who are not employees of marinhealth medical center and are selected by marinhealth medical center from candidates identified by the nominating committee of marinhealth medical network; the additional 5 appointed directors may be employees of marinhealth medical center and are selected by marinhealth medical center without any nomination process. In addition, prima medical group has the power to appoint 2 directors, who are full-time physician employees of prima medical group. Lastly, the medical staff of marin healthcare district medical care centers also has the power to appoint 2 directors who are marin healthcare district medical care center-based physicians.”

“The board of marinhealth medical network shall not, without prior written approval of the marinhealth medical center (the organization's sole member, per the bylaws), perform or commit or authorize or direct any officer of marinhealth medical network to perform or commit any of the following actions: (i) file for bankruptcy, make a general assignment for the benefit of creditors, or take any similar action; (ii) make any material change in the nature of the marinhealth medical network's business; (iii) sell, exchange, or otherwise dispose of any assets outside the ordinary course of business; (iv) engage in any dissolution, liquidation, merger, consolidation, conversion, or reorganization or issue any corporate members; (v) amend marinhealth medical network's articles of incorporation or bylaws; (vi) borrow money in the name of marinhealth medical network or utilize property (real or personal) owned by marinhealth medical network as security for such loans; (vii) enter into a management agreement with any person or entity pursuant to which it would reasonable be interpreted that marinhealth medical network is transferring management control of its operations to a third party; (viii) acquire, purchase, develop, improve, sell, lease, or mortgage any corporate real estate or any interest therein or enter into any contract for any such purposes; (ix) make any loan, investment, transfer, or disposition of any assets of marinhealth medical network or enter into any contract or incur any liabilities on behalf of marinhealth medical network other than for fair consideration and in the ordinary course of business relating to its normal daily operation; (x) establish capital and operating budgets for marinhealth medical network or adopt material changes thereto; and (xi) any other action that could reasonably be expected to have a material adverse effect on the 501(c)(3) status or tax-exempt bonds of marinhealth medical network or marinhealth medical center.”

“The form 990 is prepared by an independent accounting firm, in conjunction with the organization's accounting and finance department. A draft form 990 is reviewed by the controller and cfo; adjustments are made, as necessary. A complete copy of the form 990 is then provided to the voting members of the board of directors for review and comment prior to filing with the internal revenue service.”

“The organization's conflict of interest policy applies to officers, directors, and immediate family members thereof, and requires disclosures to the board of any financial interests in a proposed transaction or agreement. If the board determines that the financial interest is a conflict of interest, the interested director will not be a voting member on the issue in question. The policy requires an annual distribution to officers and directors as well as periodic review as needed.”

“The ceo's compensation is set by the board of directors through negotiations based upon duties and goals. Market comparability data was used to establish parameters of compensation, and the decision regarding the compensation arrangement was contemporaneously documented in the board minutes. Compensation for other officers and key employees of the organization is set by the ceo, utilizing market comparability data.”

“Pmf makes its governing documents, conflict of interest policy, and financial statements available for public inspection during regular business hours at its principal office.”

“Lee domanico (ceo of mhmc), jon friedenberg (coo of mhmc), james p. Mcmanus (cfo of mhmc through april 2019), jean noonan (interim cfo of mhmc from may 2019 to august 2019), eric brettner (cfo of mhmc effective september 2019), mary friedman (vp of strategy and business development of mhmc), linda lang (chief human resources officer of mhmc), russ peckenpaugh (executive director of it of mhmc), and eric pifer (chief medical officer of mhmc) are listed as members of the board of prima medical foundation; they are also employed and compensated by mhmc, a related organization. Form 990, part vii and schedule j, part ii reports 100% of these individuals' compensation as from a related organization. In addition to their duties with mhmc, each individual devoted an average of two hours per week to pmf relating to their duties associated with serving on the board of directors. The compensation reported on form 990, part vii and schedule j, part ii is related to their services provided to mhmc and is unrelated to the average number of hours per week for their duties as a board members.”

“Professional service agreement fees: program service expenses 43,398,075. Management and general expenses 2,826,364. Fundraising expenses 0. Total expenses 46,224,439. Recruiting and temporary agency fees: program service expenses 102,381. Management and general expenses 270,308. Fundraising expenses 0. Total expenses 372,689. Triage services: program service expenses 40,484. Management and general expenses 0. Fundraising expenses 0. Total expenses 40,484. Other fees for services: program service expenses 785,002. Management and general expenses 2,082,618. Fundraising expenses 0. Total expenses 2,867,620.”