Martha Jefferson Hospital

“The organization's officers and directors serve together on the boards of other organizations in which sentara health or its subsidiaries have an ownership interest. See schedule r for a listing of such entities.”

“The organization's sole member was sentara hospitals, a virginia nonstock corporation and 501(c)(3) tax exempt entity.”

“The board of directors, which served as the organization's governing body, was composed of two classes of directors, a class of directors appointed by the organization's sole member, sentara hospitals, a virginia nonstock corporation, and a class of directors nominated by martha jefferson health services corporation, a virginia nonstock corporation, and ratified by sentara hospitals.”

“As sole member, sentara hospitals has exclusive authority to direct and manage the operations and affairs of the organization and to make all decisions regarding the business of the organization, subject to the oversight of the organization's board of directors. Sentara hospitals has the following reserved powers over certain governance decisions of the organization and any of its current or future controlled subsidiaries ("controlled affiliate"): (i) subject to the rights set forth in the affiliation agreement, approve or adopt any plan of merger or consolidation, any sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of the organization and/or a controlled affiliate, the voluntary dissolution or liquidation of the organization and/or a controlled affiliate, revocation of any such voluntary dissolution proceedings, or any decision to file a petition requesting or consenting to an order for relief under the federal bankruptcy laws or similar state laws for the organization and/or controlled affiliate; (ii) approve the strategic or long-range business plans, annual operating or capital budget, other strategic or operational plans of the organization, any modification or amendment thereto, and any action to be taken inconsistent with such plan; (iii) create or acquire any direct or indirect subsidiary, or interests of any kind in or of any other corporation of which it is to be a member, or enter into any joint venture, partnership or similar arrangement with any other entity or person, or dissolve, terminate or otherwise change any such entity or person or legal relationship existing as of the affiliation date; (iv) hire, terminate, or enter into, terminate, renew or change any agreement, commitment or obligation (whether written or not) relating to the employment of the president of the organization, set the compensation of the corporate executives of the organization, including the president of the organization; (v) change the organization's independent accountants or auditors, tax year, accounting methods or practices, procedures or policies, except to the extent mandated by a change in generally accepted accounting principles; (vi) enter into any transaction, agreement or commitment, whether written or not, with any officer, manager or director of the organization or a controlled affiliate, any member of the medical staff of the organization, any family member of any of the foregoing, or any entity of which any of the equity, right to receive profits or voting interests are owned by any of the foregoing; (vii) approve any unbudgeted capital expenditure(s) for the organization that in the aggregate on a consolidated basis for the organization and its facilities exceeds $500,000 during any fiscal year; (viii) incur indebtedness or other financial obligations, or guaranty the indebtedness of any third party, whether secured or unsecured, not included in an operating or capital budget approved by the member, and including, but not limited to, leases, with respect to the organization or its controlled affiliates; (ix) commence or settle any litigation or arbitration or other proceeding, or confess a judgment against the organization or its controlled affiliates; (x) commence or settle any litigation or arbitration or other proceeding related to the organization while the organization is insured through sentara's captive insurance company; (xi) enter into, terminate or change any third party payor contract; or (xii) agree or commit to do or allow any of the foregoing. During the covenant period, the aforementioned actions shall require the prior approval of a majority of the class a directors of the board, voting as a separate class, and the member. Upon the expiration of the covenant period, the member shall have the authority to take such actions without the approval of the class a directors.”

“The organization was part of the sentara health system ("the system"), and as such, used the system's in-house tax department, headed by a licensed certified public accountant, to both prepare and review its form 990. During the preparation and review process, the tax department worked closely with other system departments, such as legal, compensation and benefits, compliance, finance, and marketing, to ensure that a complete and accurate return was filed. The parent of the system is sentara health, a virginia nonstock corporation and 501(c)(3) tax exempt entity.”

“Directors, board officers, and key employees are requested to submit an annual conflict of interest questionnaire and certify the completion and accuracy of the information disclosed. Each organization's governing board or appropriate body monitors transactions involving disclosed potential conflicts of interest.”

“As part of the sentara health system ("the system"), the organization followed processes and procedures set forth in its governing documents to ensure compliance with its obligations as a 501(c)(3) healthcare organization to pay disqualified persons reasonable compensation. Such processes and procedures are intended to establish the rebuttable presumption of reasonableness under the internal revenue code section 4958 regulations. The compensation philosophy of the organization is to base overall compensation and benefits for executives on not-for-profit market comparables, taking into consideration the individual skills, experience, tenure and performance of the executive being compensated and overall performance of the organization. In line with this philosophy, the organization performed substantial due diligence as to market comparables. The compensation committee, which consists of independent board members without conflicts of interest, engaged an outside consultant, who reports to the compensation committee, to conduct a study assessing the competitiveness of total compensation (including cash compensation, benefits and perquisites) of its senior executives prior to making decisions regarding annual base salary adjustments, approving incentive awards, or considering programmatic changes. The study compared the compensation of the organization's senior executives to compensation data from published survey sources based on each senior executive's functional responsibility. In conducting the study, the consultant targeted other not-for-profit health systems of similar size based on net revenue and complexity. For health plan positions, health plans with similar premiums, or members, were targeted. The consultant also conducts a review of the organization's performance every year. The most recent study compared sentara's performance to 29 not-for-profit healthcare systems, and 38 independent and integrated delivery system-owned health plans based on net revenue growth, operating margin, various clinical quality metrics and patient satisfaction. Overall, the consultant determined that sentara's pay was aligned with its relative performance. The compensation study was presented to the organization's compensation committee, which made its compensation decisions based on a) its review and analysis of the performance of both the organization and its senior executives and, b) a reasonableness of compensation analysis and opinion from an external expert in the compensation of executives in the tax-exempt health care field. The committee's bases for its decisions were documented in committee minutes taken during the meetings and then circulated for review and approval. All decisions regarding compensation were made by the committee, which consists of independent board members without conflict of interests. This process was used to establish compensation for the organization's treasurer and secretary, who also served as executive vice president and cfo, and executive vice president and secretary/clo of the system, respectively. The process was last undertaken during the current tax year for the positions listed. The outside market study described above was also used to establish compensation for the organization's president, who is considered the top management official of the organization. Results were presented to the president and ceo of the system for review and approval rather than the system's compensation committee.”

“The consolidated financial statements for sentara health and subsidiaries were made publicly available through the use of dac bond (disclosure dissemination agent) and can be found on the internet at www.dacbond.com. The organization's governing documents and conflicts of interest policy are generally not made available to the public.”

“The board of directors, which serves as the organization's governing body, is composed of two classes of directors, a class of directors appointed by the member, sentara hospitals, a virginia nonstock corporation, and a class of directors nominated by martha jefferson health services corporation, a virginia nonstock corporation, and approved by the member. The board members of sentara hospitals are elected annually by its sole member, sentara health, a virginia nonstock corporation and the 501(c)(3) tax exempt parent of the sentara health system. The governing board of sentara health is a community-based board comprised of 15 voting members, 14 of which are considered independent, as defined in the form 990 instructions.”

“Sentara health i. Sentara health-overview sentara health celebrates more than 136 years in pursuit of its mission-"we improve health every day." sentara is one of the largest health systems in the u.s. Mid-atlantic and southeast, and among the top 20 largest not-for-profit integrated health systems in the country. Sentara has more than 34,000 employees (including 1,600 physicians and advanced practice providers), 12 hospitals in virginia and northeastern north carolina, and the sentara health plans division, which serves 1.1 million members in virginia and florida. Sentara is nationally recognized for clinical quality and safety and is strategically focused on innovation and creating an extraordinary health care experience for our patients and members. Sentara has a level i trauma center, two level iii trauma centers, the sentara heart hospital, the sentara health research center, the sentara brock cancer center, the accredited sentara cancer network, the sentara college of health sciences, and two orthopedic hospitals. Sentara also includes a medical group, nightingale regional air ambulance, home care, ambulatory outpatient campuses, advanced imaging and diagnostic centers, and a clinically integrated network. Sentara also participates in an accountable care organization (aco), which supports coordinated care efforts and value-based initiatives to improve patient outcomes and reduce healthcare costs. In 2024, sentara continued the brand evolution from sentara healthcare to sentara health. The new name reflects our enhanced focus on promoting the overall health and well-being of our consumers-our patients, members, and communities-who are at the center of everything we do. This change also represents the deepening alignment between our healthcare services and health plans. Efforts are centered on making the consumer experience simple, seamless, personal, and more affordable, and adding value to the communities we serve. Sentara strives to serve all our communities through health outreach programs, education, and financial support for other not-for-profit organizations with similar health missions. As an integrated delivery network (idn), sentara provides both health care services and health insurance plans, which enables sentara to fully understand and deliver on the needs of our consumers in a unique and insightful way. Additionally, serving as an idn provides us with the opportunity to impact and lift our communities given the comprehensive nature of our ability to deliver care and resources within the walls of our care sites as well as deep within the community. Ii. Commitment to the community sentara provides much in the way of community benefit and charity care on an annual basis. The value of community benefit totaled $329 million in 2024. Sentara provided $174 million in net uncompensated patient care costs; $96 million in teaching & training of healthcare professionals; $40 million in community giving; and $19 million in health & prevention programs. Sentara and its team members contributed nearly $2.4 million to the united way through direct employee contributions and the employee matching program. A. Previously launched in 2022, sentara community care (scc) is an innovative model of care that integrates primary care and behavioral health services and focuses on addressing the root factors that greatly influence a person's health and well-being beyond the care that sentara delivers inside of our medical facilities. In 2024: i. Scc launched an innovative school-based telehealth program in partnership with hampton and harrisonburg, virginia school systems, delivering acute primary care services directly to students and faculty in their own schools. Sentara plans to expand to more than 25 title i schools across the commonwealth of virginia. Ii. Scc opened a new community care center in henrico county, virginia. The new center offers comprehensive primary care, pediatric care, prenatal care, behavioral health, addiction”

“F. Through our foresight violence intervention program, sentara norfolk general hospital continued to utilize grant funding that supports community health workers to provide case management services for survivors of gun violence, assaults, and stabbings admitted to the trauma service or discharged from the emergency department. The purpose of the program is to assist survivors of violence, assess their social determinants of health and based on the results, develop an intervention plan. The goal is to provide skills and knowledge to aid individual survivors and their families in improving the quality of their lives and tackling the gun violence epidemic. G. Sentara's 3d mobile mammography van-originally unveiled in 2023-is building dozens of partnerships to increase breast cancer screenings in underserved communities. In 2024, the mobile van participated in several community events in portsmouth, va as part of healthy portsmouth's "year of mammography project" to combat the city's high rate of breast cancer deaths. The van continues to increase its outreach, including a new partnership with old dominion university community care and an updated agreement with virginia beach city public schools. H. Sentara hired a director of sustainability to reduce its carbon footprint and maximize healthy environments for patients and employees. The system effort began with evaluating thousands of products purchased through sentara supply chain and extends to air conditioning and heating schedules, recycling, composting, green spaces, and water and energy consumption. I. Partnering to improve health and wellness: i. Sentara partnered with the u.s. Department of health and human services and community organizations to host a regional maternal health convening, bringing together healthcare professionals, academic institutions, providers, insurers, faith-based leaders, and community leaders to share best practices and recommendations to reduce disparities in maternal health. Ii. Sentara is part of a $2 million regional partnership project aiming to reduce gun violence in hampton roads by merging community-based programs and research. Under the initiative, gun violence victims and affected people who receive support through hospital-based intervention programs will be connected with community partners and supported through the safer together program. Iii. Sentara partnered with 10 black churches in hampton roads to study the best way to control high blood pressure, or hypertension, which disproportionally impacts black communities. Iv. As part of national minority health month, sentara partnered with the regional cancer disparities collaborative to host the third annual health equity panel: "let's get to the bottom of cancer." the purpose of the event was to educate community members about colorectal cancer, encourage screenings, and provide resources to those in need. V. Sentara hosted a black men in white coats youth summit, an event which encourages young people of color, both male and female, to pursue careers in the medical field. Vi. Sentara health plans and virginia children's care network announced a new value-based care partnership focusing on comprehensive care coordination for medicaid members and reducing avoidable healthcare events. The partnership expects to drive better childhood health outcomes, particularly with childhood immunizations and wellness visits. Vii. Sentara health plans partnered with hampton roads public schools to introduce a pioneering program designed to address the social drivers of health affecting students, and to connect them with vital community resources. The pilot program assigns a dedicated liaison to public schools in the virginia department of education's tidewater region, working closely with school counselors, teachers, and administrators to create a tailored approach that meets the unique needs of each school and region. Iii. Commitment to our team members a. Directly investing in our colleagues remai”

“E. Sentara therapy services opened or expanded the following practices: i. Sentara therapy center (centerville) in virginia beach, virginia ii. Sentara therapy center (tanglewood pediatrics) in elizabeth city, north carolina (relocation) f. Sentara norfolk general hospital unveiled a newly renovated antepartum unit for high-risk pregnant women, expanding from 15 to 21 beds to increase access to care for women across hampton roads. G. Sentara obstetrics, gynecology, and midwifery specialists partnered with harrisonburg obgyn to expand and enhance women's health services in harrisonburg, virginia. H. Sentara northern virginia medical center in woodbridge, virginia, invested $1 million in improvements to its emergency department to increase functionality, enhance the patient experience, and strengthen security measures for visitors and staff. I. Sentara announced plans to roughly double residency positions in the next six years, significantly increasing the pipeline of future physicians. Sentara will add residencies and fellowships at sentara norfolk general hospital in norfolk, virginia, and establish new residency programs in northern virginia, the virginia peninsula, and northeastern north carolina. I. Sentara also is partnering with the newly formed macon & joan brock virginia health sciences at old dominion university to boost training opportunities and grow the healthcare workforce in hampton roads. J. All 12 sentara hospitals in virginia and north carolina are adding the pritikin intensive cardiac rehab program to help ensure that patients make full and lasting recoveries from cardiac events. The pritikin program embraces three pillars: exercise, nutrition, and a healthy mindset to empower patients to make good, healthy choices. K. Sentara health and macon & joan brock virginia health sciences at old dominion university joined forces to launch the sentara-evms comprehensive sickle cell program, the first adult sickle cell clinic in hampton roads. L. Sentara norfolk general hospital began offering hyperthermic intraperitoneal chemotherapy (hipec) to treat ovarian cancer. M. Sentara opened a new clinic for behavioral health care in hampton, virginia. The new outpatient center is sentara's first dedicated behavioral healthcare clinic on the virginia peninsula, helping to expand access in the region. V. By the numbers 1.1 million patients and 1.1 million health plan members served; 7,800 new colleagues; 135,000 adult hospital admissions; 859,206 emergency department visits; 15,404 babies delivered; 746 life-saving trips from the nightingale regional air ambulance; and 117,776 medical, behavioral and pregnancy cases managed through our health plans. Vi. Digital & technology initiatives and investments a. Sentara launched a multi-year it investment plan (2023-2026) in support of it foundational needs. I. Sentara established core it foundational and innovation investments around clinical access and care improvements, consumer relationship management, workforce efficiencies, and genai. Ii. Sentara established three additional centers of excellence: testing, automation, and agile transformation. Iii. As part of its commitment to expand access to care, sentara launched virtual express care, a new, on-demand service that offers video visits to address simple concerns by a team of virtual care providers. With less than a 30-minute average wait, patients have access to this program from 7 a.m. To 7 p.m., monday through friday. Iv. Sentara created an ai oversight program staffed by senior leaders to oversee use cases and development of ai tools across sentara. The committee devised eight ai principles to ensure that sentara develops and uses ai solutions safely, responsibly, and in a trustworthy framework. V. Sentara launched a clinical access center that is now serving 188 medical practices and imaging/diagnostic testing for 12 hospitals. Vi. Sentara medical group began using an artificial intelligence tool called dax copilot to automa”

“Viii. Four sentara hospitals were recognized by u.s. News & world report as among the best hospitals in virginia for maternity care: a. Sentara leigh hospital-norfolk, virginia b. Sentara martha jefferson hospital-charlottesville, virginia c. Sentara rmh medical center-harrisonburg, virginia d. Sentara williamsburg regional medical center-williamsburg, virginia ix. Two sentara programs and two sentara team members were honored with 2024 "health care heroes" awards by inside business in the following categories: community service, corporate achievement in health care, physician, and health care staff. X. Sentara was once again acknowledged as the leading company in the annual "generous virginians" report published by virginia business magazine for the 5th year in a row. Xi. Sentara college of health sciences won the "best of coastal virginia" magazine's readers' poll for the eighth consecutive year, earning southside gold for best technical school and southside silver for best private college/university. Xii. Sentara's chief quality & safety officer and chief nursing officer were jointly awarded the 2024 senior leader quality and patient safety award by the virginia hospital & healthcare association (vhha) to recognize their powerful partnership and commitment to patient safety. Xiii. Sentara williamsburg regional medical center became the first medical facility in virginia to be certified as sensory inclusive. The initiative helps the hospital welcome and care for those with sensory needs, a group that includes people with autism, ptsd, early onset dementia, anxiety, stroke, and more. Xiv. Two sentara leaders received the virginia center for inclusive communities humanitarian award. The annual award recognizes individuals who have demonstrated a personal commitment to the promotion of respect and understanding among people of diverse racial, ethnic, and religious backgrounds. Xv. All 12 sentara hospitals have earned the high performer designation for 2024 from the human rights campaign, a nationwide organization working to achieve equality and inclusion for lgbtq+ persons. Xvi. The sentara epilepsy center at sentara norfolk general hospital became a level iv epilepsy center, the highest level possible. The accreditation recognizes the advanced care offered to epilepsy patients. As part of the three-year process to become a level iv center, the sentara epilepsy center demonstrated the capacity to provide the most complex forms of monitoring and treatment, including a range of surgical procedures. Xvii. Sentara northern virginia medical center earned magnet with distinction recognition as a reflection of its nursing professionalism, teamwork, and superiority in patient care. The american nurses credentialing center's magnet recognition program is the highest national honor for nursing excellence and identifies superior quality in nursing care. Xviii. Eleven sentara hospitals received the american heart association and american stroke association's joint 'get with the guidelines' awards for providing excellent stroke care and following guidelines that lead to more lives saved and shorter recovery times. Xix. Eight sentara hospitals were awarded american college of cardiology chest pain center accreditation based on rigorous onsite evaluation of the staff's ability to evaluate, diagnose, and treat patients who may be experiencing a heart attack. Xx. Sentara northern virginia medical center achieved accreditation from surgical review corporation as a center of excellence in minimally invasive gynecology and robotic surgery. This accreditation recognizes the hospital's commitment and high standard of delivery of quality patient care and safety. Conclusion: sentara health remains committed to our mission-we improve health every day. Sentara provides quality care and service using dedicated clinicians, cutting-edge technology, and excellent customer service-all with a constant focus on innovation. Sentara is committed to supporting th”

“Sentara health, a virginia nonstock corporation and the 501(c)(3) tax exempt parent of the sentara health system, maintains an agency relationship with the organization and issues all 1099s on its behalf. The number reported is a best estimate of the 1099s attributable to the organization. The exact number cannot be determined; as some of the 1099s issued by the agent are attributable to more than one entity, and there is no reporting mechanism to determine 1099's attributable solely to the organization.”

“Book reclass of intercompany account balances to equity 6,133,055. Change in beneficial interest 198,885.”