Hoag Clinic

“Business relationships officer robert braithwaite, officer andrew guarni, and board member paul heeschen have a business relationship.”

“Members or stockholders: the sole corporate member of the corporation is hoag memorial hospital presbyterian, a related tax-exempt organization.”

“Power to elect or appoint members: the corporate member appoints the board of directors.”

“Effective november 3, 2023 the following decisions are reserved for members: a) to remove, with or without cause, all or some of the directors; b) to select or remove the management of the corporation; c) to set the governance, operating, financial, and legal compliance policies of the corporation; and d) to approve any alteration to these bylaws that affect the identify, powers, or authority of the member.”

“The board of directors of the corporation has designated the audit & compliance committee of the board of directors of hoag memorial hospital presbyterian, the corporation's member, to act as the audit & compliance committee of the corporation.”

“Process used to review the 990: hoag memorial hospital presbyterian's audit and compliance committee of the board serves as an advisory committee to the corporation's board. The corporation engages an outside accounting firm to prepare form 990. Form 990 is initially reviewed by management, including an officer of the corporation. Management then presents the returns to the hoag memorial hospital presbyterian's audit and compliance committee, which discusses key disclosures and other information included in form 990. In addition, an electronic version of form 990 is posted to a secure platform available to all of the board of directors prior to filing.”

“Monitoring & enforcement of compliance with conflict of interest policy: the organization's board of directors has adopted the comprehensive board conflict of interest policy of its parent and member. Officers, directors, non-director members of board committees, and senior executives and key employees are required to complete an annual conflict of interest questionnaire. Responses to the questionnaire are submitted for review and recommendation to the chief compliance officer prior to review and consideration by the audit & compliance committee or governance committee of the board. If, subsequent to completion of the annual questionnaire, any covered person becomes aware of an interest that could give rise to a conflict of interest involving the organization or an affiliate, the covered person is obligated to promptly disclose the potential conflict of interest to the board. The audit and compliance committee or the governance committee shall determine if a disclosed interest may result in a conflict of interest. The person having the potential conflict may not be present during any meeting in which the audit and compliance committee or governance committee conducts its evaluation, except to answer questions. The audit and compliance committee or governance committee may request additional information before reaching a determination. Where a conflict is determined to exist, the audit and compliance committee or governance committee, which for these purposes must include the chair of the audit and compliance committee, shall not engage in a contract, transaction, or arrangement, unless the board of directors or governance committee have investigated alternatives and developed and implemented a plan for managing the conflict. Any director having a conflict of interest with respect to a proposed contract, transaction or arrangement is prohibited from voting on any matter relating to the contract, transactions or arrangement, and is excused from the portion of the meeting where the proposed contract is discussed.”

“Process for determining compensation: the organization's president and other officers are paid by hoag memorial hospital presbyterian, and are disclosed as persons paid by a related organization during tax year ending 12-31-24. The compensation of the officers are reviewed and approved by the compensation committee of hoag's board of directors, comprised solely of independent directors. The compensation committee receives a study performed by an independent consulting firm that reviews levels of compensation at comparable organizations for comparable positions when setting compensation of the officers and key employees. This process of using comparable data to establish levels of compensation has been in place in excess of 38 years. The compensation committee documents that the compensation is reasonable in its board minutes during executive session. This process was last completed in 2024. In addition, the independent consulting firm provides the board with an opinion letter each year certifying that the compensation program and all pay elements (total remuneration) approved by the board are deemed reasonable in compliance with irc section 4958.”

“Process for making documents available to the public hoag clinic makes its governing documents, conflicts of interest policy and financial statements available to the public upon request.”

“As of january 1, 2024, hoag memorial hospital presbyterian, as the sole member of hoag clinic, transitioned its urgent care services from hoag clinic to hmts, inc. Hoag memorial hospital presbyterian is also the sole member of hmts, inc.”

“W-2s hoag memorial hospital presbyterian (hmhp) pays all employees of hoag clinic and therefore issues all w-2s.”

“Other professional fees: program service expenses 145,210,325. Management and general expenses 0. Fundraising expenses 0. Total expenses 145,210,325.”

“Equity transfer from hmhp 86,704,193.”