Rush System for Health

“Rush University System for Health relies on related organizations to determine compensation of the CEO and other officers. The related organizations use an independent review, comparability data and contemporaneous substantiation to establish compensation packages for officers. All officer compensation packages are approved by the Compensation and Human Resources Committee of the respective related organizations.”

“Susan Crown; Christine A. Edwards; Sandra P. Guthman; Stephen N. Potter; Robert A. Wislow; Kenneth H. M. Leet; Carl T. Bergetz, JD; Omar B. Lateef, DO; Patricia S. O'Neil, MAE; Courtney L. Kammer, MHA; Dino P. Rumoro, DO, MPH, FACEP; Matt Walsh; Jeffrey M. Gautney; Murray T. Ancell, MS, CFRE; Kathryn H. Jones; Jeremy E. Strong; Alex D. Wiggins; Sherri Boyle, CPA, MBA, MSF; Denise N. Szalko; Kelly M. Sullivan Wyatt JD - Business relationship, Catherine Cederoth: Bruce W. Dienst; John Diederich, MA, MBA, FACHE; Christine Sobek - Business relationship, Gary E. McCullough; Everett Ward; Patricia S. O'Neil, MAE; Dino P. Rumoro, DO, MPH, FACEP - Business relationship”

“The Rush University System for Health Board of Directors amended the Bylaws to align the System Board and the Boards of the Subsidiary Hospitals (including Rush University Medical Center, Rush Copley Medical Center, and newly Rush Oak Park Hospital) with best practices for governance, increase efficiencies, and streamline procedures. The over-arching goal is to empower the System Board and Subsidiary Boards for success as they continue to evolve to a more integrated Rush University System for Health. Executive Summary of System Governance Changes 1. ROPH Reorganization: System Board to become the sole corporate member of ROPH. 2. System Committees: Establish System Board Committees to provide system governance oversight in corporate service areas including Finance, Investment, Facilities, Human Capital and Compensation, Philanthropy, and Nominations and Governance; Audit to remain at the System level as well. Sunset these same committees at the Subsidiary Board level. 3. Subsidiary Board Committees: Maintain quality of care oversight at the Subsidiary Board level. Rush University governance oversight to remain with the University Governors. 4. Board Size: Rationalize the size of the Rush University Medical Center Board. Moderately increase the size of the Rush Oak Park Hospital Board. Maintain the size of the Rush Copley Medical Center Board. Moderately increase the size of the System Board. Implement Initial Director classes for each to ensure staggered turnover. 5. Reserved Powers of the System Board: Clarify the System Board's reserved powers over RUSH and the Subsidiary Hospitals (Section 3.2 of the System Bylaws). 6. General Powers of the Subsidiary Boards: Clarify the Subsidiary Board's general powers over each Subsidiary Hospital (Section 3.1 of the Subsidiary Hospital Bylaws). 7. System Trustees Advisory Body: Establish RUSH System Trustees Advisory Body to provide advice and counsel at the request of the System Board, Subsidiary Boards, and the RUSH System. 8. RUSH Councils: Establish special councils to advise the System Board and the RUSH System as requested on specific topics of importance. 9. Terms: Implement terms and term limits system wide. 10. Succession Planning: Implement Chair-Elect position prior to the end of the Chairperson's term or planned departure.”

“A copy of Form 990 is provided to the Board of Trustees. The 990 is reviewed with the Audit Committee by the SVP & Chief Financial Officer with regard to the financial reporting and any major changes since the prior year.”

“On an annual basis, members of the Rush University System for Health (RUSH) Board and the corporate officers of RUSH complete and return a conflict-of-interest survey form. Any disclosures are reviewed by the Institutional Conflicts of Interest (ICOI) Committee which is a sub-Committee of the Audit Committee of the RUSH Board. The ICOI Committee makes any final determinations as deemed appropriate or necessary to manage, reduce or eliminate conflicts. If it is determined that there may be a business-related conflict of interest between RUSH and any members of the RUSH Board, such persons are asked to make transparency statements and recuse themselves from any committee or RUSH Board meetings during the time an agenda item that relates to the matters giving rise to the business-related conflict of interest are discussed.”

“RUSH does not make its governing documents or conflict of interest policies of its related organizations available to the public. The financial statements are available through the Illinois Attorney General's Office.”

“Effective December 6, 2023, the RUSH System for Health Board of Directors (the "System Board") approved and adopted a new Officers List formally designating certain individuals as Officers of RUSH System for Health (the "RUSH") for purposes of federal tax filings and signatory authority on behalf of the entity moving forward. For the FY2024 IRS Form 990 tax return, RUSH will report on this revised list of 17 Officers.”