Hudson Valley Cardiovascular Practice PC

“There are no independent trustees. Hudson valley cardiovascular practice, pc ("hvcp") is a single shareholder corporation.hvcp is part of an integrated delivery system that does have a more than majority independent board. Further, this governance structure has not changed relative to independence since it was recognized as exempt by the irs after it was organized.”

“Hvcp is a sole shareholder stock corporation with stock issued to the president christopher m. Lehrach, md. Hvcp is an affiliate of health quest systems, inc. Nuvance health is the sole member of health quest systems, inc.”

“Christopher m. Lehrach, md is the sole shareholder and board member of the organization and serves as the nominee of health quest systems ("hqs"). Hqs (the parent), through this relationship, retains ultimate authority to approve/make large governance decisions such as termination, merger or large capital expenditures.”

“The form 990 is prepared by an independent accounting firm using information provided by the organization and a draft form 990 is reviewed by internal management. A complete draft is then posted to an intranet site for nuvance board members, the ultimate parent of the organization, to review prior to filing. The form 990 is then signed and filed with the irs.”

“Officers, trustees/directors, key employees and other disqualified persons are required to complete a conflict-of-interest questionnaire annually. Responses are reviewed by the chief compliance, audit & privacy officer. Also, they are required to disclose any conflict to the board or directly to the chairman prior to any meeting. After a potential conflict of interest is disclosed along with all related material facts, the board proceeds to discuss and determine through a majority vote of the disinterested members whether an actual conflict or duality of interest exists. If the interested person is present at the start of the discussion, he or she may answer questions related to the matter and provide additional, relevant facts but is required to leave the meeting during deliberations regarding whether an actual conflict or duality of interest exists. Form 990, part vi, section b, line 14: the organization follows a record retention policy that has been approved only by the audit committee, not the full board.”

“Nuvance health's executive total rewards philosophy is designed to align with the company's strategic direction, and to reinforce its core mission, vision and values. In order to achieve its overall performance objectives, nuvance health provides total rewards programs that recognize executives for performing work well to ensure the achievement of company goals. These programs serve to promote the attraction, engagement, and retention of talented executives throughout their careers with nuvance health. The total rewards programs are designed to be market competitive, compliant with regulatory guidelines reflective of best practices, and differentiated to create strong competitive advantage. Total rewards programs are reviewed on an ongoing basis to ensure continued market competitiveness, relevant value to executives, and fiscal responsibility. Total rewards for nuvance health executives consists of key components of compensation and benefits. Overall executive rewards program will emphasize performance-based elements, whereby targeted levels of compensation will only be achieved if the organization and individual achieve stretch goals and objectives. Based on the labor markets for talent for executive roles, nuvance health will utilize a weighted blend of both national comparably sized health care provider market data with a +30% geographic differential applied (differential to be validated on a periodic basis) at two-thirds weight and national comparably sized general industry data, for identified roles where skill sets overlap at one-third weight. Geographic differential reflects the observed and reported compensation differential between nuvance health's operating region and the broader national health care provider market. Nuvance health's total rewards philosophy and practices are targeted at the 50th percentile of the relevant market for base salary, and 75th percentile for total cash and total direct (where available) compensation elements if target performance is achieved under variable compensation programs. Nuvance health's committee has discretion to position individual levels above or below this targeted competitive positioning, based on such factors as positioning to market, high demand skillsets and difficult to fill or critical to the organization's strategy and success. Our governance promotes consistency and equity; provides clarity and guidance to decision-makers; ensures standard processes and procedures for assessing, calibrating, administering, and delivering effective total rewards throughout the nuvance health system. Oversight and governance of the executive compensation philosophy and programs for eligible executives/disqualified individuals (currently ceo, president and tiers 1 and 2) will be at the compensation committee of the board level and will follow a structured and rigorous process to ensure compliance with intermediate sanctions under irs guidelines.”

“Policies and financial statements for the affiliate are available to the public upon request. The documents are provided either electronically or paper copies. In addition, certain financial information is available on various websites due to regulatory filings such as the 990 and bond holder agreements.”

“For those officers and top 5 employees, for which 40 hours is noted to reflect paid hours, actual hours worked exceeded this amount. Note: all amounts in column f, of part vii, "estimated amount of other compensation" for which the average amount of time worked can be reflected.”

“Cumulative effect adjustment upon the adoption of asc 842 leases ($314,414)”