Bon Secours Health System Inc

“The Information Technology function for the organization is performed by Nordic Consulting Partners, Inc. ("Nordic") a related subsidiary of Bon Secours Mercy Health, Inc ("BSMH"). Prior to this function being performed by Nordic, the Chief Information Officer position was designated as a Key Employee. This responsibility is now fulfilled by Nordic. For the 2024 year, Nordic paid reportable base compensation of $535,740, bonus and incentive compensation of $24,115, and other compensation of $32,452 to Laishy Williams-Carlson, Former Key Employee and Chief Information Officer of BSMH.”

“Bon secours mercy ministries is a public juridic person under the canon law of the catholic church which, by decree dated december 14, 2018, has been erected as a public juridic person of pontifical right to succeed to certain of the healthcare activities of the founding organizations whose members are: sisters of bon secours usa, the sisters of humility of mary, and the sisters of mercy of the americas, south central community. No person may be appointed or continue to serve as a member of the bon secours mercy health corporate member unless that person is a catholic in good standing.”

“The BSMH Corporate Member has certain inherent rights to approve decisions of the governing body. Certain matters require approval of the BSMH Corporate Member, BSMH Governing body, or BSMH CEO. BSMH's Regulations describe the level of approval required for various decisions.”

“The BSMH Corporate Member has the right to elect or remove trustees. All members of the board of trustees have full voting rights.”

“THE FORM 990 IS PREPARED BY BSMH'S TAX DEPARTMENT AND REVIEWED BY AN INDEPENDENT ACCOUNTING FIRM. A COPY OF THE FORM 990 IS THEN REVIEWED BY MANAGEMENT. UPON REVIEW, THE FORM 990 IS THEN FORWARDED TO THE Integrity and Stewardship Committee FOR APPROVAL. ADDITIONALLY, THE PEOPLE AND CULTURE COMMITTEE REVIEWS ALL COMPENSATION RELATED SCHEDULES AND DISCLOSURES. BOTH THE Integrity and Stewardship Committee AND THE COMPENSATION COMMITTEE ARE INDEPENDENT OF THE FILING ORGANIZATION. ONCE THE FORM 990 IS REVIEWED BY ALL APPLICABLE PARTIES A COPY OF THE FINAL VERSION IS PROVIDED TO ALL MEMBERS OF THE GOVERNING BODY PRIOR TO FILING.”

“BSMH maintains a written and board approved Conflict of Interest Policy. The policy requires board members, officers, directors and key employees to annually disclose interests that could give rise to conflicts. The Integrity and Stewardship Committee (ISC) of the BSMH Board has the ultimate responsibility for Conflict of Interest, including the Policy implementation, compliance monitoring, and enforcement. Through the ISC, the Policy establishes the annual and ongoing requirement to make disclosures. BSMH Compliance Department reviews all Conflict of Interest disclosures to determine if a disclosed matter constitutes a potential Conflict of Interest requiring management intervention. The review constitutes an independent evaluation of all available facts and circumstances by a disinterested party. Potential Conflicts are shared with the disclosing individual's board chair or supervisor ("Leader"), and in collaboration with the BSMH Compliance Department, the Leader will conclude if an actual conflict exists and, if so, determine how it will be managed. Depending on the facts and circumstances, resolutions may include, but are not limited to, ongoing disclosure, recusal from board or committee deliberations and decision, or removal of the conflict. Upon the completion of the annual review process and review with the individual's Leader, the BSMH Compliance Department reviews all potential and actual conflicts and how they will be managed with the ISC Chair for input prior to submission to the ISC. The ISC will review such recommendations and either approve or request changes until approval may be granted. BSMH Board, BSMH Board committees, Bon Secours Mercy Ministries, BMSH Insurance Company, Market Boards, subsidiary Boards, ACO/CIN Boards, and Acute and Ambulatory Pharmacy committees will receive a report of conflicts identified for the respective Board or committee members that includes accountable chair or leader and a summary of the plan for managing or other action(s) taken with respect to the conflict reported.”

“The organization's formal process for determining total compensation for the ceo and other officers and key employees follows a board-approved compensation philosophy that is intended to provide reasonable compensation for accomplishing the organization's mission, to recognize performance, and to operate in keeping with the organization's obligations as a tax-exempt charitable organization. Compensation decisions are made by independent persons, are based on appropriate comparability data, and are concurrently documented. The people and culture committee, comprised of independent members of the organization's board of trustees, conducts an annual review of the compensation of the ceo and other executive officers and key employees who constitute disqualified persons. In doing so, the committee retains a qualified independent compensation consultant to conduct competitive market analysis of market ranges of base, incentive, total cash compensation, and total remuneration. The compensation consultant provides an opinion concerning the reasonableness of the compensation of the ceo and the officers and key employees reviewed by the committee. The committee utilizes that analysis and other appropriate information in connection with its annual review and recommendation of the ceo's compensation and its determination of compensation ranges for other reviewed officers and key employees. The committee determines that the ceo's compensation and the compensation of reviewed officers and key employees within these ranges is reasonable and within the compensation philosophy. Information which the committee may consider can include but is not limited to the performance of an individual, behavioral feedback, the performance of the organization, an individual's length of service, credentials and experience, the importance of retaining the individual, the elements of total compensation and salary history, the organization's compensation targets, and comparability data, including the data prepared by the independent consultant and reviewed with the committee. The committee incorporates a formal performance appraisal process in the ceo's compensation review. It utilizes a multi-perspective approach and performance measures which are linked to the organization's long-term strategic plan, achievement of annual system objectives, and personal objectives. The ceo is not present when the committee discusses and establishes his compensation. In addition, the committee determines if the threshold requirements for incentive awards are met, consisting of the organization's performance results for community benefit, quality, and financial performance, the committee recommends to the full board the ceo's salary adjustment and incentive award as well as the incentive award levels for which other listed individuals may be eligible. The committee's report concerning salary range adjustments, incentive awards and the basis for the committee's decisions goes to the full board for consideration in executive session which does not include the ceo or other officers or key employees. The full board reviews the ceo's performance and determines the salary adjustments and incentive awards to be made for the ceo. For the coo, evp, svp and market ceo positions, salary adjustments and incentive awards are approved by the organization's ceo within such board and committee-approved parameters and disclosed to the committee. Salary adjustments and incentive awards for other positions reviewed by the committee are approved by the independent supervising executive within such parameters, with market board review when appropriate, and disclosed to the committee. As with the ceo, all listed individuals undergo a formal performance appraisal utilizing a multi-perspective approach and performance measures which are linked to the organization's long-term strategic plan, achievement of annual system objectives, and personal objectives. Incentive awards are subject to repayment if th”

“Please refer to line 15a response directly above which describes the process used for both the top management official and for the other officers and key employees.”

“The BSMH governing documents, conflict of interest policy and financial statements are available to the public upon request.”

“Other - Total Revenue: 33294845, Related or Exempt Function Revenue: 28831947, Unrelated Business Revenue: 4462898, Revenue Excluded from Tax Under Sections 512, 513, or 514: ;”

“Other - Total Revenue: 928840, Related or Exempt Function Revenue: , Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: 928840;”

“Members of the BSMH Board of Directors receive annual compensation for their services based on a compensation structure as recommended by an independent, third party consultant. FR. MYLES N. SHEEHAN, SJ, MD, SR. FRAN GORSUCH, CBS, and SR. PATRICIA A ECK, CBS do not receive board compensation or payroll distributions as they have taken a vow of poverty. Any payments as a Board Member are made directly to their religious order.”

“Physician Services - Total Expense: XXX-XX-XXXX, Program Service Expense: XXX-XX-XXXX, Management and General Expenses: , Fundraising Expenses: ; Employment Costs - Physicians - Total Expense: 48797559, Program Service Expense: 48797559, Management and General Expenses: , Fundraising Expenses: ; Contract & Consulting - Total Expense: XXX-XX-XXXX, Program Service Expense: XXX-XX-XXXX, Management and General Expenses: 22880623, Fundraising Expenses: ; Maintenance & Service Agreements - Total Expense: XXX-XX-XXXX, Program Service Expense: XXX-XX-XXXX, Management and General Expenses: 34064775, Fundraising Expenses: ; Professional Technical Services - Total Expense: XXX-XX-XXXX, Program Service Expense: XXX-XX-XXXX, Management and General Expenses: 73177690, Fundraising Expenses: ; General Administration Costs - Total Expense: 14980087, Program Service Expense: 12733074, Management and General Expenses: 2247013, Fundraising Expenses: ; Medical Professional Fees - Total Expense: XXX-XX-XXXX, Program Service Expense: XXX-XX-XXXX, Management and General Expenses: , Fundraising Expenses: ; Other - Total Expense: XXX-XX-XXXX, Program Service Expense: XXX-XX-XXXX, Management and General Expenses: 26449545, Fundraising Expenses: ;”

“Equity Transfers - XXX-XX-XXXX; Additional Minimum Pension Liability - 89239766; Discontinued Operations - -96423898; Other Unrestricted Adjustments - -137594; Equity Transfers - Restructuring - 2338727738; Total - 2726033155;”

“The organization provides annual incentive compensation for listed individuals. The organization's Board of Trustees establishes objective thresholds for quality, community benefit, and financial performance which must be achieved for incentives to be awarded. The Board also establishes threshold, target and maximum levels for incentive awards. Within these established parameters, the Board determines the CEO's incentive award and incentive awards for other listed individuals are determined by the listed individual's supervisor and disclosed to the Board. The Board may authorize modified incentive awards when appropriate in its judgment.”

“Annual actuarially-determined contributions to defined benefit plans, which are based on prior plan contributions, changes in interest rates, the present value of accrued benefits, and other data and assumptions about the future, may, for some plan participants and for some plan years, result in negative contribution amounts.”