Wayne Hospital Company

“The compensation for other officers and key employees is determined by the ceo using market studies provided by human resources, evaluation, and performance. The ceo determines the appropriate compensation. This process was completed for the cfo and key employees and was last undertaken in 2024.”

“Code of Regulations, Section 2. Executive Committee. The Executive Committee shall consist of the Chairman, Vice Chairman, Secretary/Treasurer and two additional members of the Board of Trustees. The Corporate Member shall have the right to appoint up to two (2) representatives from the Directors appointed by it (or their designees) to be member(s) of the Executive Committee; provided that any such Director (or their designee) is either a senior Premier Health Partners clinical or management employee. To the extent a Director's designee is appointed by the Corporate Member to serve on the Executive Committee, such designee shall be considered an ex-officio Director, with vote, for the purposes of his/her service on the Executive Committee only. Duties. The Executive Committee shall have power to transact all regular business of the Hospital during the period between the meetings of the board of Trustees, subject to any prior limitation imposed by the Board of Trustees and with the understanding that all matters of major importance shall be referred to the Board of Trustees. Minutes of the executive committee meetings shall be submitted to the Board and its actions shall be subject to approval or disapproval at the next regular Board meeting.”

“The Corporation shall have two (2) Members as follows: (1) those persons, corporations, associations or other entities who shall have been members as set forth in the register of membership book of the Corporation as of April 1, 2017 (the "Individual Members") and those additional Individual Members admitted as Members to the Corporation in accordance with Code of Regulations, Section 1.2 hereof shall collectively hold a 66.7% (two-thirds) percentage interest in the Corporation; and (3) Premier Health Partners (the "Corporate Member") shall hold a 33.3% (one-third) percentage interest in the Corporation.”

“The board shall consist of sixteen (16) directors elected by the members as follows: 1. Eleven (11) directors shall be elected by the individual members and five (5) directors shall be appointed by the corporate member. Except as otherwise provided in this code of regulations or by the articles of incorporation, the act of the majority of the directors, excluding nonvoting, ex officio directors present at any meeting of the board at which a quorum is present shall be the act of the board. Directors may not vote by proxy. For the purposes of voting on any matter before the board, each director elected by the individual members shall have one (1) vote and the directors appointed by the corporate member shall collectively have the right to exercise a total of five (5) votes on any matter before the board, such that the directors elected by the individual members shall have the authority to exercise two-thirds of the voting power of the board and the corporate member's appointed directors shall have the authority to collectively exercise one-third of the voting power of the board. The voting rights of the corporate member's appointed directors at any board meeting shall be determined by dividing five (5) by the number of corporate member's directors in attendance at such meeting. The corporate member shall undertake good faith efforts to ensure that three (3) of its five (5) appointed directors attend board meetings, in which event, each such director shall have the right to exercise two (2) votes. Due to unforeseen or unexpected circumstances, there may be occasions where less than three (3) of the corporate member's appointed directors will be able to attend a board meeting, in which case, the corporate member's appointed director(s) in attendance shall have the voting rights as determined pursuant to the formula set forth above.”

“The corporate member shall have reserved powers over significant governance transactions, such as the following: material changes to the corporation's articles of incorporation and/or code of regulations; distribution or transfer of assets; material changes in the operations, purpose or status of the hospital, or as an organization exempt from taxation under 501(c)(3) of the internal revenue code; merger, consolidation, sale, dissolution or any other combination; and significant borrowing and capital expenditures (as more fully described in section 1.14 of the code of regulations.)”

“The Form 990 is reviewed and approved by the CFO. Due to the timing of the Organization's governing body meeting schedule, the Finance Committee then reviews the Form 990 in detail and approves. The Finance Committee then reports to the full governing body at a board meeting. During the board meeting, any questions or discussions related to the Form 990 are addressed.”

“The conflict of interest policy is signed annually by all management, senior management, officers, directors, and key employees. After the signed conflict of interest statements are submitted, they are reviewed by the CFO. Any conflicts of interest that are disclosed are discussed with the board chair, which ensures that the interested person abstains from voting on matters related to the conflict of interest.”

“The executive board reviews and determines the compensation for the CEO. They use compensation surveys conducted by independent consulting companies in their decision making process. The Senior Director of Human Resources compiles the survey information and provides to the Chairman of the Board independently of the CEO's influence. This process is completed for Jeffrey Subler, CEO and was last undertaken in 2024.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“(continued from part iii) the hospital provides care to patients who meet certain criteria under its financial assistance policy at no charge or at amounts less than its established rates. Schedule h provides information about wayne hospital corporation providing care regardless of patient's ability to pay.”

“(continued from part iii, line 4b) another program involves conducting various diabetes seminars and classes held at wayne hospital which provide information to the public on diabetes awareness, offer the community health screenings for diabetes, and educate those with diabetes about managing the disease. The employees of wayne hospital have spent over 42 hours of time on the diabetes seminars and classes and the hospital has contributed materials and supplies to the program. An additional program of wayne hospital is the cancer awareness, prevention, screening and treatment program in which the hospital offers diagnostic and therapeutic services in addition to seminars and classes to the community in order to promote awareness, teach ways of prevention, and offer health screenings to the community. The employees of wayne hospital have spent over 454 hours of time on the cancer awareness seminars. Wayne hospital also provided awareness, prevention, screening of blood pressure clinic. The employees of wayne hospital have spent 47 hours of time on the clinic.”

“AGENCY EMPLOYEES - Total Expense: 10172749, Program Service Expense: 10172749, Management and General Expenses: , Fundraising Expenses: ; DATA PROCESSING - Total Expense: 235373, Program Service Expense: 162248, Management and General Expenses: 73125, Fundraising Expenses: ; CONSULTING - Total Expense: 11331060, Program Service Expense: 10744803, Management and General Expenses: 586257, Fundraising Expenses: ; COLLECTION FEES - Total Expense: 402343, Program Service Expense: , Management and General Expenses: 402343, Fundraising Expenses: ; PURCHASED SERVICES - Total Expense: 1339058, Program Service Expense: , Management and General Expenses: 1339058, Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ;”

“CHANGE IN VALUE IN RELATED ENTITIES - -9029; Total - -9029;”

“THE AUDITED FINANCIAL FOOTNOTE WAS NOT UPDATED FROM 2022 to 2023. THE ORGANIZATIONS RETURNS HAVE BEEN FILED THROUGH DECEMBER 31, 2023.”