Palmetto Health Tuomey

“Prisma health tuomey's board of directors does not possess a majority of independent directors. Prisma health tuomey's sole member is prisma health-midlands. Prisma health-midlands's board of directors maintains a majority independence.”

“Prisma health is responsible for establishing the compensation philosophy. As part of this undertaking, the executive compensation committee of the board of directors of prisma health, which is composed solely of independent directors of prisma health, sets the compensation payable to the executives and management leaders employed by prisma health and its related organizations who are considered as disqualified persons in accordance with section 4958 of the code and the applicable compensation philosophy to managers, directors, and employees. This process of independent establishment and review of compensation by the parent organization or the system is consistent with that utilized by the majority of large, multi-institutional healthcare systems. The executive compensation committee utilizes an expert independent compensation consultant retained by the committee to provide and evaluate compensation based on comparability data, market conditions, competition for talent, and other significant factors. Base compensation, variable incentive compensation, and benefits are all established and set after review by the committee of this data and the performance of the organization, and reports from the independent consultant are included in the minutes of the deliberation by the committee. This process was last completed september 2024.”

“Prisma health-midlands is the sole member.”

“The sole member, prisma health-midlands, has the authority and privilege to approve or remove directors on the board.”

“The sole member, prisma health-midlands, is granted the authority and privilege to: 1. Approve the addition or admission of any new members of the corporation and the determination of any consideration or terms for such membership. 2. Approve the merger, consolidation, sale or lease of all or substantially all of the assets on the corporation. 3. Approve the dissolution of the corporation. 4. Approve the borrowing of money by the corporation in excess of $500,000 from any person or entity other than the member or the incurring of any other debt on behalf of the corporation other than in the ordinary course of the corporation's business. 5. Approve any lien, pledge, security interest or other encumbrance except for those securing debt issued by the member, mechanic's liens for accounts not past due, and tax liens not yet due and payable. 6. Approve the indemnification of any officer, director, employee, or agent of the corporation as may be permitted pursuant to sections 33-31-850 through 33-31-858 of the act. 7. Approve of any distribution of assets upon liquidation of the corporation. 8. Approve any amendment to the articles of incorporation of the corporation. 9. Approve the amendment or repeal of the bylaws.”

“The return was prepared by an independent accounting firm with assistance and oversight by prisma health management. The return was reviewed by prisma health management and in-house legal counsel prior to filing with the irs. In addition, a copy of the return was provided to the prisma health tuomey board of directors prior to filing.”

“The directors, officers and key employees are required to disclose on an annual basis any conflicts of interest. These are reviewed by corporate compliance and when appropriate by the legal departments of prisma health. Additionally, corporate compliance compares annual disclosures by employed physicians to those disclosed by vendors through the open payments systems. Any exceptions are reviewed and communicated to the conflict of interest committee and the department chairperson. If prisma health determines that a prisma health team member or medical group member covered by this policy did not comply with the terms of the conflict of interest annual disclosure policy, or if prisma health discovers that one of these individuals had a significant financial or organizational interest that was not disclosed in a timely manner pursuant to this policy, prisma health will conduct a retrospective review, and if, upon conclusion of the review, the prisma health conflict of interest committee finds that a conflict of interest existed that could have affected the decision-making and/or independent judgement of the individual, prisma health will take appropriate steps in accordance with this policy to manage or eliminate the conflict and report its finding to the appropriate prisma health administrative body. A transaction in which a director of the corporation has a conflict of interest may be authorized, approved, or ratified by the vote of the board or a committee of the board if the material facts of the transaction and the director's interest are disclosed or known to the board or committee of the board, and the directors approving the transaction in good faith reasonably believe that the transaction is fair to the corporation. A conflict of interest transaction is authorized, approved, or ratified if it receives the affirmative vote of a majority of the directors of the board or on the committee who have no direct or indirect interest in the transaction, but a transaction may not be authorized, approved, or ratified under this section by a single director. If a majority of the directors on the board who have no direct or indirect interest in the transaction vote to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action taken under this section if the transaction is otherwise approved as provided in this section. A resolution of the board may impose additional requirements on conflict of interest transactions.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available upon request.”

“Other Program Service Revenue - Total Revenue: 604407, Related or Exempt Function Revenue: 604407, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ;”

“Medical Director & Med Physician Fees - Total Expense: 1922245, Program Service Expense: 1632677, Management and General Expenses: 289568, Fundraising Expenses: 0; Other Patient Services - Total Expense: 21654964, Program Service Expense: 18392848, Management and General Expenses: 3262116, Fundraising Expenses: 0;”

“EQUITY TRANSFER TO RELATED ORGANIZATIONS - -5391274; OTHER - 1171418; Increase in Affiliated Foundation - 120062;”