Bryan Health

“The Executive Committee shall consist of the Chairperson, Vice-Chairperson, Secretary and Treasurer of the Board, the President/Chief Executive Officer, the President/Chief Operating Officer of Bryan Medical Center and the Chairperson of the Board of Trustees of Bryan Medical Center. The Executive Committee shall have and may exercise all of the authority and powers of the Board when the Board is not in session, except that the Executive Committee shall not have the power (a) to amend, alter or repeal the Articles of Incorporation or Bylaws of the Corporation; (b) to elect, appoint or remove any member of such committee or any Trustee or officer of the Corporation; (c) to adopt a plan of merger or adopt a plan of consolidation with another corporation; (d) to authorize the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; (e) to authorize the voluntary dissolution of the Corporation or revoke proceedings therefor; (f) to adopt a plan for the distribution of the assets of the Corporation; or (g) to amend, alter or repeal any resolution of the Board which by its terms provides that it shall not be amended, altered or repealed by such committee. The Chairperson of the Board, in consultation with the Executive Committee, shall annually review and evaluate the performance of the President/Chief Executive Officer. The designation and appointment of an Executive Committee and the delegation thereto of authority shall not operate to relieve the Board, or any individual Trustee, of any responsibility imposed upon it or him/her by law.”

“MANY OF THE PERSONS LISTED IN PART VII, SECTION A HAVE A BUSINESS RELATIONSHIP WITH EACH OTHER BY VIRTUE OF THEIR EMPLOYMENT BY A BRYAN HEALTH ENTITY. - , CLAY SMITH AND RENEE SJULIN - Business relationship, JASMINE KINGSLEY AND JAKE MUHLEISEN - Business relationship, CLAY SMITH AND NICK CUSICK - Business relationship, CLAY SMITH AND JOHN DITTMAN - Business relationship, CLAY SMITH AND JASMINE KINGSLEY - Business relationship, CLAY SMITH AND JOHN OLSSON - Business relationship”

“This 990 was prepared by bryan health's tax division. During the return preparation process, the tax division works diligently with other departments including human resources, finance, legal, and advancement to gather information to complete form 990 and attached schedules in an accurate and thorough manner. This 990 was reviewed by the chief executive officer, chief financial officer, and other key officers of bryan health. This 990 was also reviewed by an independent accounting firm. Bryan health's board of trustees has delegated the review of the form 990 to the board's audit committee. Each member of the audit committee received a complete copy of this 990, prior to filing the form with the internal revenue service.”

“Bryan health has adopted a written conflict of interest policy that is monitored and enforced by the governance committee of the board of trustees. Board members, officers and key employees are required to annually complete a conflict of interest and disclosure questionnaire to identify any family and business relationships and transactions, or other transactions that may pose a potential conflict. The questionnaires requires each covered person to sign a statement certifying that he/she: (1) has reported information that is correct and complete to the best of their knowledge; (2) has read the conflict of interest policy and understands the policy, and (3) agrees to comply with all requirements of the policy. Covered persons are also required to disclose real or potential conflicts at the time such conflicts arise. Persons who have not returned questionnaires are contacted additional times in an effort to receive complete and accurate responses from all persons. Failure to complete the questionnaire can result in disciplinary actions. The questionnaires are reviewed in detail by the governance committee of bryan health. Conflicts are closely monitored by members of the governance committee. The conflict of interest policy has restrictions for any board member with a conflict of interest.”

“BRYAN HEALTH'S BOARD OF TRUSTEES BELIEVES COMPENSATION FOR THE SENIOR MANAGEMENT TEAM MUST REFLECT THE COMPLEXITIES OF LEADING AND MANAGING A MULTI-HOSPITAL HEALTH SYSTEM THAT PROVIDES SERVICES THROUGHOUT MUCH OF THE STATE. RECOGNIZING THAT ITS LEADERS ARE RESPONSIBLE FOR THE QUALITY OF CARE, PATIENT SERVICES AND OVERALL FINANCIAL HEALTH OF one of THE LARGEST PRIVATE EMPLOYERs IN LINCOLN/LANCASTER COUNTY, BRYAN HEALTH'S BOARD HAS ESTABLISHED A COMPENSATION PLAN THAT MATCHES THIS LEVEL OF RESPONSIBILITY. THIS PLAN, KNOWN AS THE SENIOR MANAGEMENT COMPENSATION PHILOSOPHY IS REVIEWED AT LEAST ANNUALLY BY BRYAN HEALTH'S COMPENSATION COMMITTEE. THIS COMPENSATION PHILOSOPHY TARGETS BASE SALARY FOR SENIOR MANAGERS AT THE 50TH PERCENTILE OF THE MARKET. THE COMPENSATION COMMITTEE IS APPOINTED BY BRYAN HEALTH'S BOARD OF TRUSTEES AND IS MADE UP OF INDEPENDENT COMMUNITY LEADERS WHO ALL SERVE VOLUNTARILY, AND WHO MUST ADHERE TO A STRINGENT CONFLICT OF INTEREST POLICY. EXECUTIVE COMPENSATION IS DETERMINED AND REVIEWED PURSUANT TO GUIDELINES OUTLINED IN THE INTERMEDIATE SANCTION RULES UNDER IRC SECTION 4958 INCLUDING TAKING STEPS TO MEET THE REBUTTABLE PRESUMPTION STANDARD OF REASONABLENESS UNDER TREASURY REGULATION SECTION 53.4958-6. THE COMPENSATION COMMITTEE CONDUCTS A COMPREHENSIVE ANNUAL REVIEW OF ALL COMPENSATION PROVIDED BY THE ORGANIZATION TO THE SENIOR MANAGEMENT TEAM. THIS REVIEW IS CONDUCTED BY THE COMMITTEE BY UTILIZING NATIONAL SALARY SURVEYS, CONDUCTED BY INDEPENDENT EXTERNAL FIRMS. COMPENSATION FOR SENIOR MANAGERS IS COMPARED TO COMPENSATION OF SENIOR MANAGERS AT LIKE INSTITUTIONS ACROSS THE U.S. TO DETERMINE THAT THE VALUE OF COMPENSATION PROVIDED IS REASONABLE AND AT FAIR MARKET VALUE. THE COMPENSATION COMMITTEE ALSO WORKS DIRECTLY WITH AN EXTERNAL INDEPENDENT COMPENSATION CONSULTANT TO REVIEW THE REASONABLENESS OF TOTAL COMPENSATION PROVIDED TO THE SENIOR MANAGEMENT TEAM, AND TO ASSURE THAT THE TOTAL COMPENSATION PAID CONFORMS TO THE OVERALL COMPENSATION PHILOSOPHY. THE COMPENSATION CONSULTANT PROVIDES WRITTEN OPINIONS TO THE COMPENSATION COMMITTEE THAT ASSESSES THE REASONABLENESS OF THE TOTAL EXECUTIVE COMPENSATION PAID TO SENIOR MANAGERS. THE ANNUAL COMPENSATION REVIEW PROCEDURE WAS COMPLETED BY THE COMPENSATION COMMITTEE ON May 6, 2022. ALL DECISIONS OF THE COMPENSATION COMMITTEE ARE CONTEMPORANEOUSLY DOCUMENTED IN THE COMPENSATION COMMITTEE MINUTES WHICH ARE TIMELY REVIEWED AND APPROVED BY THE COMMITTEE.”

“See form 990, part vi, section b, line 15a.”

“The organization's articles of incorporation and amendments are available to the public on the nebraska secretary of state's website at www.sos.ne.gov. Also, this organization is included within the consolidated financial statements of bryan health that are made available to the public by the posting of these documents through the municipal securities rulemaking board website at emma.msrb.org. The organization's other governing documents, conflict of interest policy and financial statements are generally not made available to the public. Federal tax laws do not require that governing documents, conflict of interest policies and financial statements be made available for public inspection.”

“In keeping with bryan health's beliefs and standards of behavior regarding stewardship, no board member serving on bryan health's board is compensated for their services as a board member. Compensation amounts reported in form 990, part vii, section a, are for services performed as executives of bryan health and bryan medical center and not for services performed as members of bryan health's board.”

“Other Non-Operating Revenue - Total Revenue: 84786, Related or Exempt Function Revenue: , Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: 84786;”

“Transfers (to) from related entity - 78433392; Additional Investment in Subsidiaries - -21400000; Pension Liability Adjustment - -77005;”