Virginia Premier Health Plan Inc

“The organization's officers and directors served together on the boards of other organizations within the sentara health system ("the system"), as well as joint ventures in which the system had an ownership interest. See schedule r for a listing of such entities.”

“The organization had an administrative services agreement ("asa") with sentara health administration, inc. Formerly sentara health plans, inc., a related organization. Under the asa, the organization delegated management duties such as planning and executing budgets and financial operations and supervising exempt operations to sentara health administration, inc. All persons listed as former key and highest compensated employees in core part vii section a received compensation from sentara health administration, inc. Officer jeff snyder also received compensation from sentara health administration, inc. See core part vii section a columns (e) and (f) for reportable and other compensation paid by sentara health administration, inc.”

“On february 28, 2023, the organization's board of directors along with its sole shareholder, sentara healthcare (now sentara health,) approved and adopted a plan of merger whereby the organization merged with and into optima health plan (now sentara health plans,) a 501(c)(3) tax-exempt virginia nonstock corporation whose sole member is sentara health. The merger was approved by the virginia state corporation commission on june 21, 2023 with an effective date of july 1, 2023.”

“The organization's sole shareholder was sentara health, a virginia nonstock corporation and the 501(c)(3) tax exempt parent of the sentara health system. Sentara health had the right to designate ten directors.”

“Sentara health had the right to designate directors of the board.”

“Sentara health, the sole shareholder, had the right to vote on corporate matters.”

“A copy of the organization's final form 990, as ultimately filed with the irs, was provided to the organization's treasurer for review prior to filing. The organization 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.”

“Directors, board-nominated officers, and key employees are requested to submit an annual conflict of interest questionnaire and certify to the completion and accuracy of the information disclosed. Additionally, 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 system as a whole is to base overall compensation and benefits for executives on not-for-profit market comparables, adjusted as applied to each executive, 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 system performed substantial due diligence as to market comparables. The system's compensation committee, which consists of system 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 system's senior executives to compensation data from multiple 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 relative to a group of not-for-profit health systems of comparable size and scope of operations every year. The most recent study compared sentara's performance to 28 not-for-profit healthcare systems, and 36 independent and integrated delivery system-owned health plans that are comparable in size to sentara's health plan, 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 system'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 meeting and then circulated for review and approval. All decisions regarding compensation were made by the committee, which consists of system board members without conflicts of interest. This process was used to establish compensation for the organization's president, who also served as president and ceo of the system. The process was last undertaken during 2022 for the positions listed.”

“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 organization's board of directors was elected annually by its shareholder, sentara health, a virginia nonstock corporation, 501(c)(3) tax exempt parent of the sentara health system, and sole shareholder of the organization. The governing board of sentara health is an independent, community-based board.”

“Dissolution of virginia premier health plan, inc. The balance sheet and other changes in fund balance of virginia premier health plan, inc. At june 30, 2023 reflect the merger transaction whereby the assets, liabilities and fund balance of virginia premier health plan, inc. Has been reduced to zero. See sch n for additional information.”

“Net assets transferred to sentara health plans -408,206,221.”