Prisma Health-Upstate

“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 for 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 in september 2024.”

“The sole member is prisma health.”

“The sole member, prisma health, selects the board members and has the power to remove any director at any time.”

“The sole member, prisma health, has the authority with respect to the following matters: 1. Approve any amendment or change to the articles of incorporation or any correlative document of the corporation as to which the approval of the corporation is required in connection with such amendment or change, in each case above to the extent such amendment or change is intended to or would abrogate or diminish in any way or otherwise eliminate the rights and privileges of prisma health; 2. Approve any amendment or change to, or the repeal of, the bylaws of the corporation is required in connection with such amendment, change, or repeal, in each case above to the extent such amendment or change is intended to or would abrogate or diminish in any way or otherwise eliminate the rights and privileges of prisma health 3. Initiate any merger or consolidation, or the dissolution, conversion, or liquidation of (including any bankruptcy filing or insolvency proceeding by) the corporation; 4. Initiate the dissolution, conversion, or liquidation of (including any bankruptcy filing or insolvency proceeding by) the corporation; 5. Appoint or remove the post-closing corporation directors, with or without cause; 6. Initiate the establishment of any new material academic affiliation by the corporation; 7. Initiate the participation, directly or indirectly, in any joint venture or joint enterprise with one or more third parties, or approve the participation, directly or indirectly, in such a transaction to the extent it may fall outside the parameters for entry into such transactions established by prisma health; 8. On consultation with the corporation, develop the operating and capital budgets and forecasts applicable to the corporation, and monitor the status of, and hold it accountable for its performance relative to, its budget or forecast, as applicable; 9. On consultation with the corporation, develop the strategic, financial, capital, and operating plans applicable to the corporation and monitor the status of, and hold it accountable for its performance relative to, its strategic, financial, capital, and operating plans; 10. Exercise oversight over management of and policies with respect to, and initiate the sale of or any lien on, the real or personal property assets (or any interest therein) of the corporation; 11. Approve the participation, directly or indirectly, by the corporation in a sale or lien transaction, to the extent such transaction may fall outside the parameters for entry into such transactions without the prior approval prisma health; 12. Initiate the incurrence of any indebtedness, any operating or capital expenditure, or any investment in (including any loan to) any third party, by the corporation, in each case to the extent the same is not included in an approved budget or forecast or other action taken by prisma health applicable to the corporation; 13. Cause or direct the payment, loan or transfer to prisma health of such funds, and in such amounts, as prisma health shall determine from time to time, from the corporation; and 14. To the extent not expressly set forth above, direct or require that the corporation take any other lawful acts or actions with respect to such entity's business, affairs, management, properties, or activities as prisma health shall determine from time to time.”

“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-upstate 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 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: 23799113, Related or Exempt Function Revenue: 23799113, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ;”

“Equity transfer to related organizations - -xxx-xx-xxxx; funds transferred to upstate foundation - -41043000; other changes in net assets - 5963021; increase in interest in affiliate foundations - 2909700;”