Northshore University Healthsystem

“A detailed compensation review of the top executives, including the Chief Executive Officer, is conducted annually. Market data is collected and assessed by an external independent compensation consultant who specializes in compensation consulting within the healthcare industry. The work product from this study is reviewed separately with NS-EE Holdings' Board-retained legal counsel. Market data for base and variable compensation is assessed annually for integrated delivery systems and academic medical centers that are similar in size and complexity. The market assessment includes assessing job content in order to make appropriate market data comparisons. Specific recommendations are then reviewed, discussed and approved as appropriate with the NS-EE Holdings Compensation Committee, in session with legal counsel present, in advance of implementation. A detailed compensation review of the 13 Clinical Chairs is also conducted annually. Market data is collected and assessed by an external independent compensation consultant who specializes in compensation consulting for physicians within the healthcare industry. The work product from this study is reviewed separately with Board-retained legal counsel. Market compensation data for each physician's specialized area of training is assessed annually. A detailed total compensation and Fair Market Value review is conducted every two years. Specific recommendations are then reviewed, discussed and approved as appropriate with the Compensation Committee of the Board, in session with legal counsel present, in advance of implementation.”

“Mahalakshmi Halasyamani, Jeffery Biesczat, Neil S Freedman, Wanda Cruz-Knight, John Erwin III, and Karen L Kaul - Business relationship, Harry M Jansen Kraemer Jr and Samuel M Mencoff - Business relationship, Kristen Murtos, David Rahija, and Gregory Portland - Business relationship, Mahalakshmi Halasyamani, Kristen Murtos, and Karen L Kaul - Business relationship, Sean O'Grady and Joseph Golbus - Business relationship, Douglas D Welday and Jesse Peterson Hall - Business relationship”

“On January 1, 2022, NS-EE Holdings became the sole corporate member of NorthShore University HealthSystem (NorthShore) and Edward-Elmhurst Healthcare (EEH). Accordingly, the governing documents were amended on January 1, 2022 to name NS-EE Holdings as the sole corporate member of the health system and to explain the rights and powers of NS-EE Holdings operating as the system parent. The number and qualifications for the Board of Directors was amended to indicate there must be between 9 and 20 voting directors, as determined by the system parent, including the NorthShore Regional President, at least one member of the system parent board, and certain physician and clinical representatives. The composition and election of the officers was amended to indicate the officers include a Chairperson, a Vice Chairperson, a President, a Secretary, and other officers and assistant officers may be elected or appointed. The Board of Directors elect the Chairperson and Vice Chairperson, and the remaining officers serve until their successor are elected and/or appointed and qualified, or until their death, resignation or removal.”

“The sole member of NorthShore University HealthSystem is NS-EE Holdings, an Illinois not-for-profit corporation operating as the health system parent.”

“The Board of Directors of NS-EE Holdings elects individuals to fill the offices of the directors whose terms of office are due to expire at the end of the fiscal year during their annual meeting.”

“NS-EE Holdings, through action of the NS-EE Holdings Board of Directors or President & CEO, holds the following reserved powers over NorthShore University HealthSystem. - Develop, approve and modify annual operating and capital budgets and strategic plans for the Corporation and its Affiliate Entities - Determine all material changes in the clinical programs and services to be provided by the Corporation and its Affiliate Entities, including the establishment, expansion, reconfiguration, reduction or discontinuation of clinical programs and services - Any discontinuation of a "category of service" (as defined by the Illinois Health Facilities Services Review Board) and any closure or permanent repurposing of any material licensed health care facility owned or operated by the Corporation and its Affiliate Entities - Initiate and/or approve amendments or restatements of the governing documents of the Corporation and its Affiliate Entities - Establish or change existing medical education programs - Approve indebtedness and unbudgeted capital expenditures above a designated dollar threshold set for the Corporation and its Affiliate Entities by the System Parent from time to time - Establish, amend or terminate third-party payor relationships of the Corporation and its Affiliate Entities - Approve ordinary course of business contractual relationships between the Corporation and/or its Affiliate Entities and a third party involving: (1) consideration in excess of a designated dollar threshold set for the Corporation and its Affiliate Entities by the System Parent from time to time, (2) a restrictive covenant applicable to the Corporation and/or its Affiliate Entities; or (3) a term in excess of three (3) years that cannot be terminated without cause - Approve any changes to any of the Corporation's or Affiliate Entities' employee benefit or compensation plans or executive agreements - Approve any agreement involving the licensing of trademarks or intellectual property to or from a third party - Hire, terminate and evaluate the terms of employment for the Corporation's President and Chief Executive Officer and the President and Chief Executive Officer of the Affiliate Entities, as applicable - Approve any real property acquisitions, dispositions or lease transactions of the Corporation and its Affiliate Entities above a designated dollar threshold set for the Corporation and its Affiliate Entities by the System Parent from time to time, as well as any mortgage or encumbrance of real property of the Corporation and its Affiliate Entities above a designated dollar threshold set for the Corporation and its Affiliate Entities by the System Parent from time to time - Evaluate and approve any acquisition, affiliation, joint venture, merger, corporate consolidation or restructuring, sale of all or substantially all of the assets or similar transaction by or involving the Corporation and/or its Affiliate Entities, as well as any dissolution, liquidation or termination of any affiliation or joint venture by or involving the Corporation and/or its Affiliate Entities - Select the auditor for, and approval of all audits of, the Corporation and its Affiliate Entities - Select outside legal counsel and approve any waiver, settlement or compromise of any legal proceeding, suit, claim, regulatory or other action involving the Corporation and/or its Affiliate Entities if the amount in controversy is in excess of a designated dollar threshold set for the Corporation and its Affiliate Entities by the System Parent from time to time - Approve the filing of any petition for bankruptcy of the Corporation and/or any of its Affiliate Entities - Approve the nomination and/or remove with cause any member of the board of directors of the Corporation or its Affiliate Entities - Establish and ensure implementation of system-wide quality standards that protect and enhance the Corporation's and Affiliate Entities' brands - Establish and ensure implementation of fi”

“The Form 990 was reviewed by executive management and an outside accounting firm. The Form 990 was then provided to the NS-EE Holdings' Board of Trustees for review for the ability to ask questions of management prior to filing.”

“All officers, directors and employees are required to report potential conflicts of interest to the Compliance Officer when his/her circumstances could create a conflict of interest, or prior to their arising, so that the health system can proactively review the report to identify actual and potential Conflicts of Interest. In addition, on an annual basis, members of the Board of Directors, Corporate Officers, and other key employees will be provided with a Conflict of Interest Questionnaire, which is used for purposes of reporting potential Conflicts of Interest. Subsequent to reporting, and depending on the nature of the matter, the Compliance Officer will review the reported information and arrive at a determination regarding the matter based upon his/her knowledge of the organization and/or in consultation with other members of management. Determinations will be reviewed with the Executive Leadership Team or designee for members of management, all categories of physicians, and the Board of Directors. Determinations will be reviewed with the Board of Directors for senior management and members of the Board of Directors. If it is determined that a Conflict of Interest exists, appropriate mitigating or remedial measures may be taken through a management plan. If a management plan has yet to be developed and the individual is involved in discussion related to his/her conflict, the individual must disclose the Conflict of Interest to those involved in the conversation and must recuse him/herself from participating in the conversation and making a decision on behalf of the health system. If this conversation takes place at a Board meeting, the minutes of the meeting should reflect the fact that the Conflict of Interest has been disclosed and the individual has recused him/herself. If the issue or circumstances cannot be adequately addressed through a management plan or if the proposed or actual arrangement is inconsistent with the health system's Guiding Principles for Conflicts of Interest, the conflict will be eliminated. Disclosure of the management plan may be made to appropriate individuals or committees, which may include patients, students, a department, group, or others as necessary. Monitoring and oversight of Conflicts of Interest and management plans will be conducted by the Executive Leadership Team. In the event that an individual engages in prohibited activities or does not provide prompt or transparent Reporting in compliance with this policy or does not comply with a determination and/or management plan, a review will be performed and appropriate corrective action may be taken, including retraining, referral for further action, termination of employment, termination of the agreement with the health system, or removal from the Board of Directors.”

“The NorthShore University HealthSystem (NorthShore) governing documents, conflict of interest policy, and financial statements are available to the public upon request. The NorthShore annual audit report and financial statements are also available to the public through GuideStar and the Illinois Attorney General's Office websites as part of the federal and state tax return filings. The NorthShore quarterly and annual financial statements and annual audit are also made available to the public through the Electronic Municipal Market Access (EMMA) website as part of the tax-exempt bond offerings.”

“- Total Revenue: 11390680, Related or Exempt Function Revenue: 11390680, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ;”

“- Total Revenue: 8234284, Related or Exempt Function Revenue: 6451965, Unrelated Business Revenue: 1291589, Revenue Excluded from Tax Under Sections 512, 513, or 514: 490730;”

“NorthShore University HealthSystem follows the mission of NorthShore - Edward-Elmhurst Health (NS-EEH). On January 1, 2022, NS-EE Holdings (NS-EE) became the sole corporate member of NorthShore and Edward-Elmhurst Healthcare (EEH). The mission of NS-EEH is to "help everyone in our communities be their best." Central to this mission is a commitment to providing clinical programs and services that meet community health needs, while also pursuing continuous improvement to identify and understand future needs. NorthShore is a not-for-profit organization principally formed to provide quality healthcare services for the communities it serves. The delivery of healthcare services is provided in a wide range of inpatient and ambulatory healthcare settings, community-wide, employing modern technology and expertise. Support for qualified patients who may not be able to pay the entire cost of their care is a part of the organization's commitment. In support of its primary mission of patient care, the organization engages in a wide range of academic activities in medical education and research. This statement recognizes the Board of Directors' responsibility to maintain the organization's viability to meet its long-term commitment to the communities it serves. It further recognizes the responsibility to maintain technologically current assets for this purpose. This includes the cultivation and development of our physicians, graduate medical students, employees, physical plant, equipment and other resources to assure orderly growth of our services.”

“NorthShore University HealthSystem (NorthShore) is part of an integrated, healthcare delivery system. On January 1, 2022, NS-EE Holdings (NS-EEH) became the sole corporate member of NorthShore and Edward-Elmhurst Healthcare (EEH). NS-EEH is a fully integrated healthcare delivery system committed to providing access to quality, vibrant, community-connected care, serving an area of more than 4.2 million residents across six northeast Illinois counties. NorthShore, headquartered in Evanston, Illinois, includes six hospitals - Evanston Hospital, Glenbrook Hospital, Highland Park Hospital, Northwest Community Hospital, Skokie Hospital, and Swedish Hospital. NorthShore also includes a 900 physician multispecialty group practice, NorthShore University HealthSystem Faculty Practice Associates, with more than 140 locations in the Chicagoland area. NorthShore is a Magnet-recognized organization, the first in Illinois to receive this prestigious honor as an entire system that demonstrates excellence in nursing and high standards in patient care. NorthShore also is a national leader in the implementation of innovative technologies, including an Electronic Medical Record (EMR) system. In 2003, NorthShore was among the first in the country to successfully implement a system-wide EMR with demonstrable benefits in quality, safety, efficiency and service to patients. NorthShore has been recognized by multiple national organizations for this notable achievement. As the principal teaching affiliate for the University of Chicago Pritzker School of Medicine, NorthShore is dedicated to excellence in medical education and research. Combined with NorthShore's established reputation for advanced information technology and its strong clinical environment, this affiliation represents an exciting advancement in patient care for the Chicagoland area. NorthShore's health system includes significant capabilities in a wide spectrum of leading clinical programs, including Kellogg Cancer Center, NorthShore Neurological Institute, NorthShore Orthopaedic Institute, NorthShore Cardiovascular Institute, Neaman Center for Personalized Medicine and High-Risk Maternity. NorthShore is nationally named a 2022 Most Wired health system by the College of Healthcare Information Management Executives. NorthShore receives a "Level 9 Quality Award" (out of 10) for both Acute and Ambulatory surveys. NorthShore is named to the 2022 Fortune/Merative 100 Top Hospitals list for a record 23 times, more than any other hospital or health system in the U.S. in the award's 29-year history. NorthShore also is among the Top 15 Major Teaching Hospitals. NorthShore is ranked by Crain's as #6 among the Largest Health Systems in Chicago area, based on the greatest increase in net patient revenue of the nine systems ranked. Combined, NorthShore and Edward-Elmhurst Health would rank #4 on the Largest Health Systems list. Also, NorthShore was recognized in U.S. News & World Report's Best Hospitals ranking as the #4 health system in Illinois and Chicago metro area. NorthShore earns five stars-the highest possible quality rating from the Centers for Medicare & Medicaid Services (CMS), as part of its consumer-oriented Hospital Compare program. The Glenbrook Hospital ICU team received the Beacon Award for Critical Care Excellence - regarded as the top honor in the field of critical care nursing - given by the American Association of Critical Care Nurses. Swedish was recognized by Healthgrades as one of the nation's Top 250 hospitals. Northwest Community received Healthgrades America's 100 Best Hospitals Award and was recognized by as a 2022 Patient Safety Excellence Award recipient. Northwest Community Hospital received "A" grade and Evanston, Glenbrook, Highland Park, and Swedish Hospitals received "B" grades in the Fall 2022 ratings from The Leapfrog Group, a national organization that focuses on quality and safety in American health care. NorthShore desires to continue providing clinical program”

“Glenbrook Hospital is a comprehensive medical center providing advanced diagnostic and therapeutic interventions, as well as superior medical and surgical care for all specialties. Key highlights include NorthShore Cardiovascular Institute, Center for Breast Health, Eye and Vision Center, Gastroenterology, NorthShore Kellogg Cancer Center, Level II Trauma Center, NorthShore Neurological Institute, NorthShore Orthopaedic Institute, Primary Stroke Center and the John and Carol Walter Center for Urological Health. Construction is currently underway for a new, 170,000-square-foot, premier Cardiovascular Institute (CVI) pavilion on the Glenbrook Hospital campus. The $170 million pavilion will serve as NorthShore's central hub for elective cardiac and vascular procedures, catheterizations and interventions, as well as structural heart procedures and electrophysiology studies. The complex will also become a focus for the development of women's heart health, sports cardiology, cardio-oncology and cardiac rehabilitation; and will house six new CVI-dedicated operating rooms and nine new labs. During 2022, Glenbrook Hospital total admissions were 8,577, and total patient days were 46,021. Highland Park Hospital has provided high-quality healthcare and a wide range of clinical programs for the people of Lake County and beyond for over a century. The hospital is the site of the first open-heart surgery in Lake County and continues to provide a full range of cardiac diagnosis and intervention services. Highland Park Hospital's Kellogg Cancer Center offers the most comprehensive subspecialty care for oncology patients. Key additional highlights include Adolescent Behavioral Health, Bariatric Center of Excellence, NorthShore Cardiovascular Institute, Center for Breast Health, Center for Pelvic Health, Gastroenterology, Level II Trauma Center, Primary Stroke Center and Women's Hospital. During 2022, Highland Park Hospital total admissions were 9,549, and total patient days were 42,769. Skokie Hospital is home to Illinois' only specialty hospital dedicated to orthopaedic and spine care, and it also offers emergency and outpatient services to meet the needs of the local community. The Orthopaedic & Spine Institute provides advanced care and is designed for both outpatient and inpatient procedures, including joint replacement, fracture care and complex spine surgeries. Key highlights include NorthShore Orthopaedic & Spine Institute, Comprehensive Emergency Department, Clinical Cardiology Services, Comprehensive Outpatient Services that include GI Lab and Outpatient Laboratory, Mammography, Outpatient Pharmacy, Radiology (CAT Scan, MRI, Ultrasound, X-Ray), Primary Care and Specialty Care Physician Offices. During 2022, Skokie Hospital total admissions were 2,379, and total patient days were 14,644. Swedish Hospital serves the culturally-diverse residents of Chicago's north and northwest side communities as a safety-net hospital, with a full-service hospital campus located in the Lincoln Square neighborhood. Swedish Hospital provides a full range of comprehensive health and wellness services including an acute care hospital, primary care and specialists in the medical group, strong community outreach programs and Chicago's only certified medical fitness center, Galter LifeCenter. Swedish Hospital offers more than 50 medical specialties with practices, including several Immediate Care Centers, conveniently placed throughout the hospital's campus and on multiple sites throughout Chicago's north side communities. Northwest Community Hospital - Serving Chicago's northwest suburbs since 1959, Northwest Community Healthcare (NCH) is a not-for-profit comprehensive healthcare system dedicated to providing outstanding care in the communities they serve. NCH combines compassionate care with a healing environment, cutting-edge clinical expertise and state-of-the-art facilities. Throughout the northwest suburbs, NCH has 23 doctor's offices, five immediate care”

“As a primary teaching affiliate for University of Chicago Pritzker School of Medicine, NorthShore University HealthSystem (NorthShore) is dedicated to excellence in medical education and research. NorthShore also has additional teaching affiliation agreements with Rush University Medical Center, University of Illinois-Chicago, Stroger Hospital, and Northwestern University Feinberg School of Medicine. NorthShore physician-educators connect and innovate with the next generation of medical specialists to help shape the future of healthcare. Combined with NorthShore's established reputation for advanced information technology and its strong clinical environment, this affiliation represents an exciting advancement in academic medicine for the Chicagoland area and for future physician leaders. NorthShore has an extensive selection of training programs and fellowships to offer physicians at its teaching and research facilities. During 2022, 181 resident and 44 fellow full-time equivalents (FTEs) participated in NorthShore and affiliate-based programs. The NorthShore residency program areas include: Dentistry, Family Medicine, Internal Medicine (Categorical, Preliminary, and Transitional), and Pathology. The NorthShore fellowship program areas include: Breast Surgery, Cardiology, Endocrine Surgery, Family Medicine-Sports Medicine, Gastroenterology, Maternal-Fetal Medicine, Musculoskeletal Imaging, Simulation-Emergency Medicine, and Urogynecology. The affiliate-based residency program areas include: Anesthesiology, Emergency Medicine, General Surgery, Neurology, Neurosurgery, Obstetrics and Gynecology, Ophthalmology, Orthopaedic Surgery, Otolaryngology, Pediatrics, Plastic Surgery, Podiatry, Psychiatry, Radiology, and Urology. The affiliate-based fellowship program areas include: Cardiothoracic Surgery, Child Psychiatry, Colon Rectal Surgery, Gynecology-Oncology, Hematology-Oncology, Mammography, Maternal-Fetal Medicine, Medical Microbiology, Molecular Genetics Pathology, Neonatal-Perinatal Medicine, Nephrology, Neuroradiology, Orthopaedic Hand, Orthopaedic Sports, Palliative Medicine, Peripheral Vascular Surgery, and Surgical Oncology. NorthShore also offers a comprehensive Pharmacy residency program, with resident positions located at all four hospitals. The Pharmacy residency program includes both clinical and administrative exposure focusing on inpatient and ambulatory practice. The program also includes specialty residencies in oncology, pharmacy informatics, and pharmacy administration. The program consists of a multitude of experiences that reinforce residents' knowledge and skills and help them advance into well-rounded practitioners. During the 2021-2022 academic year, 16 residents participated in the program. The NorthShore School of Nurse Anesthesia operates out of Evanston Hospital and is affiliated with DePaul University. The program has full accreditation from the Council of Accreditation of Nurse Anesthesia Educational Programs. The mission of the school is to prepare qualified professional registered nurses for the advanced practice of nurse anesthesia in a variety of practice settings. The graduate nurse anesthetist demonstrates the knowledge, skills, and attitude necessary to take on leadership roles in the practice of nurse anesthesia. During 2022, 99 students participated in the program. NorthShore also provided clinical training and internships during 2022 for 422 high school and college students. Students interned in the following areas: Nursing, Diagnostic Radiology, and Physical Therapy.”

“The NorthShore University HealthSystem Research Institute (Research Institute) was organized in 1996 to provide a means for integrating leading-edge research into improved clinical care. The Research Institute also creates an environment to recruit and retain externally-funded research leadership in order to achieve the mission and goals of the organization. The Research Institute now houses more than 250 principal investigators who currently occupy 95,000 net square feet of research space and work on more than 550 active research protocols. In 2022, NorthShore's contribution to the internal support for the Research Institute exceeded $10 million The Research Institute builds on NorthShore's promise to deliver excellence in all aspects of patient care. Efforts are directed to research initiatives that make a difference across multiple disciplines. From oncology and neurology to orthopaedics and cardiovascular care, the Research Institute focuses on areas of inquiry that have the potential to make the greatest impact on improving and saving lives. NorthShore offers over 550 active clinical trials of various types, from innovative surgical procedures to the latest drug therapies. NorthShore's clinical research portfolio focuses on a range of conditions, including cancer, neurologic disorders and stroke, cardiovascular disorders, and a wide range of pediatric and gynecologic conditions. Additionally, major clinical trial programs in advanced imaging and medical genetics are also offered. The Research Institute is also a member of the Illinois Precision Medicine Consortium (IPMC), which is part of a national landmark longitudinal All of Us Research Program (AoURP) cohort program to improve the ability to prevent and treat disease based on individual lifestyle, environment, and genetics. NorthShore will enroll over 9,000 NorthShore patients in the study, and participants in NorthShore's AoURP will be asked to share a wide-range of health, environmental, and lifestyle information. The NorthShore Program for Personalized Cancer Care (PPCC) is pioneering new strategies in cancer care. The PPCC uniquely focuses on the genetic pattern of an individual's hereditary DNA to derive a personalized cancer risk assessment profile. Based on the inherited risk of developing a given cancer, the PPCC is beginning to implement personalized cancer care strategies that encompass the entire spectrum of disease. The PPCC believes this approach will lead to more efficient use of health care resources by targeting prevention and screenings toward individuals at greater risk of developing cancer, earlier cancer detection, and, ultimately and most importantly, reduced cancer deaths and suffering.”

“Equity adjustments for the Pension Plan - 11409234; SERP Equity Adjustment - 543031; Extinguishment of Debt - -17022725; Home Health Hospice Gain - non-operating - 19748747; Other changes in net assets - -41246;”