Heartland Health

“THE FOLLOWING MOSAIC HEALTH SYSTEM DIRECTORS ARE NOT INDEPENDENT DUE TO TRANSACTIONS DISCLOSED ON HEARTLAND REGIONAL MEDICAL CENTER's, a related organization, FORM 990, SCHEDULE L: GARY FRAZER”

“Michael r rinard, drew keesbury, davin turner, do, and john m. Poore have a business relationship.”

“The accounting staff of the organization prepares the form 990 and submits a draft to an independent accounting firm. The independent accounting firm reviews the form 990 with information provided from the organization's accounting staff. The draft form 990 is revised for any corrections or clarifications based on the review by the independent accounting firm. Then the form 990 is reviewed by the organizations leadership for any questions and concerns. After resolving questions and concerns with leadership and the accounting firm, the final form 990 with all required schedules is then presented to board for approval. Once approved then the 990 tax return is electronically filed.”

“This conflicts of interest and documentation policy ("policy") applies to all directors and officers of the organization and any other person who is in a position to exercise substantial influence over the decisions and affairs of the organization (collectively, "covered persons"). Duty to disclose if an interested person has a position or financial interest in any business or other entity with which the organization is considering entering into an arrangement or transaction, the interested person must disclose the existence of his or her position or financial interest and all material facts related thereto to the organization's board of directors (the "board") or executive committee as soon as the interested person has knowledge of the potential arrangement or transaction, and whenever requested by the board or the executive committee. Determining whether a conflict of interest exists after disclosure of a position or a financial interest by an interested person, and after any discussion with the interested person, the interested person (including those interested persons who are members of the board or executive committee) will leave the board meeting while the determination of whether a conflict of interest exists in connection with the proposed transaction is discussed by the board or the executive committee and voted upon. A position or a financial interest will be considered a conflict of interest only if the board or the executive committee makes such determination. An interested person is considered to have a conflict of interest with respect to his or her compensation if the person receives compensation from the organization and the person's compensation is being discussed or reviewed by the board or any committee thereof. Procedures for addressing the conflict of interest *before any discussion and vote on whether a conflict of interest exists, an interested person may make a presentation to the board or the executive committee regarding the interested person's position or financial interest. After such presentation, the interested person will leave the meeting during the discussion of, and the vote on, the proposed transaction. *the board or the executive committee will undertake appropriate due diligence and inform itself of all material information reasonably available to it and explore all reasonable alternatives to the proposed transaction that would not involve the conflict of interest. *if a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the board or the executive committee will determine by a majority vote of the disinterested directors whether the proposed transaction is (i) in the organization's best interest, (ii) for the organization's own benefit, and (iii) fair and reasonable to the organization. In conformity with this determination, the board will make its decision as to whether the organization may enter into the proposed transaction. Quorum for board or executive committee action for purposes of the board or executive committee actions to be taken under these procedures, including the determination whether a conflict of interest exists, a majority of the disinterested directors on the board or the executive committee will constitute a quorum. However, in no case will a single disinterested director take any such action. Violations of the conflicts of interest policy if the board or the executive committee has reasonable cause to believe that a covered person has failed to disclose a position or a financial interest, it will inform the covered person of the basis for such belief and afford the covered person an opportunity to explain the alleged failure to disclose. If, after hearing the response of the covered person and making such further investigation as may be warranted under the circumstances, the board or the executive committee determines that the covered person has in fact failed to disclose a position or a fi”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request. All of these documents are located in administration.”

“Mosaic Health System, Heartland Regional Medical Center (Mosaic-St. Joseph), Mosaic Medical Center-Maryville (Mosaic-Maryville), Northwest Medical Center Association, Inc. (Mosaic-Albany), Heartland Long-Term Acute Care Hospital (HLTACH), Mosaic Life Care Foundation, and Northwest Medical Center Foundation (Mosaic-Albany) ARE RELATED ENTITIES. AS A RESULT, BOARD OVERLAP EXISTS AMONG THESE ENTITIES, AND IT WOULD BE ADMINISTRATIVELY IMPRACTICAL FOR MEMBERS OF THE GOVERNING BOARD AND THE EXECUTIVE TEAM TO BREAKOUT THEIR HOURS DEVOTED AND REPORTABLE COMPENSATION AMONG EACH ORGANIZATION. THE AMOUNTS REPORTED AS REPORTABLE COMPENSATION FOR OFFICERS, UNLESS OTHERWISE NOTED ELSEWHERE IN PART VII, ARE FOR SERVICES RENDERED ON BEHALF OF Mosaic Health System, Heartland Regional Medical Center (Mosaic-St. Joseph), Mosaic Medical Center-Maryville (Mosaic-Maryville), Northwest Medical Center Association, Inc. (Mosaic-Albany), Heartland Long-Term Acute Care Hospital (HLTACH), Mosaic Life Care Foundation, and Northwest Medical Center Foundation (Mosaic-Albany). ALL REPORTABLE COMPENSATION, UNLESS OTHERWISE NOTED IN PART VII, IS PAID BY MOSAIC HEALTH SYSTEM.”

“Compensation is established by Mosaic Health System, for all related entities. An annual review was performed during the fiscal year. Market data was provided by a third-party compensation consultant that specializes in market salary data. A compensation committee that is comprised of the Mosaic Health System Board Chair, the Mosaic Health System Board Vice-Chair and three additional Mosaic Health System Board Members and an independent legal counsel, as scribe, oversaw an annual salary review process for Officers and Presidents. For each position to be reviewed, the full scope of duties and responsibilities, processes managed, approximate revenue, expense, or capital dollars managed were provided to the third-party consultant. Facility size, not-for- profit status and the scope of each job position were compared to like facilities to determine base compensation and incentive compensation for each position. The data gathered by the third-party consultant was reviewed by the compensation committee, outlier issues were resolved and based upon present financial indicators, the committee made its determination of compensation levels for the next pay year on 9/19/2023 as documented in the meeting minutes.”

“Mosaic Health System incurs all corporate expenses. Majority of these expenses are then allocated to its following nonprofit supported organizations, HEARTLAND REGIONAL MEDICAL CENTER (MOSAIC-ST. JOSEPH), MOSAIC MEDICAL CENTER-MARYVILLE (MOSAIC-MARYVILLE), and NORTHWEST MEDICAL CENTER ASSOCIATION, INC. (MOSAIC-ALBANY). These allocated expenses are reflected on Part IX, Line 24 as "corporate allocations to related entities" per the example in the IRS 990 instructions on page 43 for Part IX Statement of Functional Expenses for allocating indirect expenses. This allocation of expense then will show on the nonprofit supported organization on its functional expense schedule in line 24 and referred to as "corporate allocations from Mosaic Health System".”

“Professional Fees - Total Expense: 8003000, Program Service Expense: , Management and General Expenses: 8003000, Fundraising Expenses: ; Purchased Services - Total Expense: 14370245, Program Service Expense: 1247505, Management and General Expenses: 13122740, Fundraising Expenses: ; Agency Non-Provider Salaries - Total Expense: 124034, Program Service Expense: , Management and General Expenses: 124034, Fundraising Expenses: ; Trash/Sanitation Disposal - Total Expense: 9565, Program Service Expense: , Management and General Expenses: 9565, Fundraising Expenses: ;”

“Change in midwestern health management investments - 5528544;”

“The results of the consolidated audit are reviewed by the mosaic health system board.”

“Mosaic Health System (MHS) is the paymaster for the following nonprofit organizations, Heartland Regional Medical Center (Mosaic-St. Joseph), Mosaic Medical Center-Maryville (Mosaic-Maryville), Northwest Medical Center Association, Inc. (Mosaic-Albany), Heartland Long-Term Acute Care Hospital (HLTACH), Mosaic Life Care Foundation, and Northwest Medical Center Foundation (Mosaic-Albany). MHS issued 5700 W-2 Forms for calendar year 2023 as a common paymaster. Each related organization reports the number of Forms W-2 associated with the employees compensated by that organization on Part V, Line 2a and reports the related compensation expenses on its Part XI functional expense schedule on its Form 990. For calendar year 2023, MHS had a total of 728 employees to be reported on Part V, Line 2a of the Form 990. In addition, all salary expenses were allocated out through the corporate allocations during FY24.”