Merrick Medical Center

“The Executive Committee shall consist of the Chairperson and Vice-Chairperson OF the Board. In addition, the Chief Executive Officer of The System and Corporation President/Chief Executive Officer shall be ex officio voting members of the Executive Committee. The Executive Committee shall have and may exercise all of the authority and power of the Board, as delegated thereby, when the Board is not in session. The designation and appointment of an Executive Committee and the delegation thereto of authority shall not operate to relieve the Board, or any individual trustee, of any responsibility imposed upon it or him/her by law.”

“Paul Clark and Raymond Huggett - Business relationship, Paul Clark and Shannon Hannappel - Business relationship, Paul Clark and Ken Foster - Business relationship, Paul Clark and Nathan Krug - Business relationship”

“As stated in the corporation's organizing documents, the sole member of merrick medical center is bryan health. Bryan health has the rights under the organizing documents to: 1) approve significant decisions of the organization's governing body; 2) elect the members of the governing body; and 3) receive any remaining assets after dissolution of the organization.”

“Bryan health, as sole corporate member of merrick medical center, has the right under the organizing documents to remove any trustee from office at any time, with or without cause by a two-thirds (2/3) vote of the voting trustees of bryan health.”

“Bryan health is the sole corporate member of merrick medical center ("mmc"). Pursuant to the governing documents, the board of mmc may manage the affairs of the corporation; however, the board may not, without the prior approval of bryan health: (1) adopt any long-term capital operational budget; (2) adopt any changes in any annual or long-term capital budget or operational expense budget exceeding $250,000 in any single transaction or $1,000,000 in any corporation fiscal year; (3) adopt substantive changes to existing long-term or master institutional plans of the corporation; (4) amend the bylaws or articles of incorporation; (5) approve the transfer, sale or other disposition of capital assets in any single transaction in excess of $250,000, or a total of $1,000,000 in any corporation fiscal year; (6) organize or acquire, or authorize the organization or acquisition of any corporation, shared service arrangement, association, limited liability company, partnership, trust, joint venture or other entity, directly or indirectly, where the capital expenditure or operating expenses by the corporation in connection with such organization or acquisition when it exceeds $500,000 in a single transaction or a total of $1,000,000 in any corporation fiscal year; (7) approve any indebtedness involving a mortgage or lien of any kind or nature on assets of the corporation where the borrowing or indebtedness exceeds $250,000 in any single transaction or a total of $1,000,000 in any corporation fiscal year; (8) elect or appoint trustees of the corporation; (9) appoint or terminate the president/chief executive officer of the corporation; (10) purchase insurance coverage for the corporation and its operations; (11) select the auditor to perform the annual audit of the records of the corporation; (12) take any other actions which may be inconsistent with bryan health's goals and objectives.”

“THIS 990 WAS PREPARED BY BRYAN HEALTH'S TAX DIVISION. DURING THE RETURN PREPARATION PROCESS, THE TAX DIVISION WORKS DILIGENTLY WITH MERRICK MEDICAL CENTER'S DIRECTOR OF FINANCE, DIRECTOR OF PROFESSIONAL SERVICES AND OTHER DEPARTMENTS, INCLUDING HUMAN RESOURCES, FINANCE, LEGAL, AND DEVELOPMENT, TO GATHER INFORMATION TO COMPLETE FORM 990 AND ATTACHED SCHEDULES IN AN ACCURATE AND THOROUGH MANNER. THIS 990 WAS REVIEWED BY Merrick Medical Center's CEO and BRYAN HEALTH'S RURAL DIVISION FINANCIAL OFFICER. IN ADDITION, THIS 990 WAS REVIEWED BY THE CEO AND CFO OF BRYAN HEALTH. THIS 990 WAS ALSO REVIEWED BY AN INDEPENDENT ACCOUNTING FIRM. THE 990 WAS DISTRIBUTED FOR REVIEW TO EACH MEMBER OF MERRICK MEDICAL CENTER'S BOARD OF TRUSTEES, AND TO BRYAN HEALTH'S AUDIT COMMITTEE PRIOR TO FILING THE FORM WITH THE INTERNAL REVENUE SERVICE.”

“Merrick medical center ("mmc") has adopted a written conflict of interest policy that is monitored and enforced by the mmc board of trustees. Board members, officers and key employees are required to annually complete a conflict of interest and disclosure questionnaire to identify any family and business relationships and transactions, or other transactions that may pose a potential conflict. The questionnaires requires each covered person to sign a statement certifying that he/she: (1) has reported information that is correct and complete to the best of their knowledge; (2) has read the conflict of interest policy and understands the policy, and (3) agrees to comply with all requirements of the policy. Covered persons are also required to disclose real or potential conflicts at the time such conflicts arise. Persons who have not returned questionnaires are contacted additional times in an effort to receive complete and accurate responses from all persons. Failure to complete the questionnaire can result in disciplinary actions. The questionnaires are reviewed in detail by the governance committee of bryan health. Conflicts are closely monitored by members of the governance committee. The conflict of interest policy has restrictions for any board member with a conflict of interest; such as, prohibiting them from voting with regard to certain transactions in which they have an interest.”

“THE PROCESS FOR REVIEWING AND EVALUATING COMPENSATION FOR THIS ORGANIZATION'S CEO AND FOR ALL RURAL HOSPITAL CEOS EMPLOYED BY BRYAN HEALTH, IS OVERSEEN BY BRYAN HEALTH'S HUMAN RESOURCES DEPARTMENT. THE PROCESS INCLUDES AN ANNUAL ASSESSMENT OF CEO COMPENSATION INCLUDING BENCHMARKING SALARIES TO SEVERAL NATIONAL SALARY SURVEYS TO DETERMINE THAT THE COMPENSATION IS CONSISTENT WITH THE ORGANIZATION'S CHARITABLE MISSION AND REASONABLE COMPARED WITH FAIR MARKET VALUE IN THE INDUSTRY. BRYAN HEALTH TARGETS BASE SALARY FOR RURAL HOSPITAL CEOS AT THE 50TH PERCENTILE OF THE MARKET. THE LAST ASSESSMENT WAS COMPLETED IN APRIL 2018. ONE BOARD MEMBER OF THIS ORGANIZATION IS A MEMBER OF THE BRYAN HEALTH SENIOR MANAGEMENT TEAM. BRYAN HEALTH'S BOARD OF TRUSTEES BELIEVES COMPENSATION FOR THE SENIOR MANAGEMENT TEAM, MUST REFLECT THE COMPLEXITIES OF LEADING AND MANAGING A MULTI-HOSPITAL HEALTH SYSTEM THAT PROVIDES SERVICES THROUGHOUT MUCH OF THE STATE. RECOGNIZING THAT ITS LEADERS ARE RESPONSIBLE FOR THE QUALITY OF CARE, PATIENT SERVICES AND OVERALL FINANCIAL HEALTH OF one of THE LARGEST PRIVATE EMPLOYERs IN LINCOLN/LANCASTER COUNTY, BRYAN HEALTH'S BOARD HAS ESTABLISHED A COMPENSATION PLAN THAT MATCHES THIS LEVEL OF RESPONSIBILITY. THIS PLAN, KNOWN AS THE SENIOR MANAGEMENT COMPENSATION PHILOSOPHY IS REVIEWED AT LEAST ANNUALLY BY BRYAN HEALTH'S COMPENSATION COMMITTEE. THIS COMPENSATION PHILOSOPHY TARGETS BASE SALARY FOR SENIOR MANAGERS AT THE 50TH PERCENTILE OF THE MARKET. THE COMPENSATION COMMITTEE IS APPOINTED BY BRYAN HEALTH'S BOARD OF TRUSTEES AND IS MADE UP OF INDEPENDENT COMMUNITY LEADERS WHO ALL SERVE VOLUNTARILY, AND WHO MUST ADHERE TO A STRINGENT CONFLICT OF INTEREST POLICY. EXECUTIVE COMPENSATION IS DETERMINED AND REVIEWED PURSUANT TO GUIDELINES OUTLINED IN THE INTERMEDIATE SANCTION RULES UNDER IRC SECTION 4958 INCLUDING TAKING STEPS TO MEET THE REBUTTABLE PRESUMPTION STANDARD OF REASONABLENESS UNDER TREASURY REGULATION SECTION 53.4958-6. THE COMPENSATION COMMITTEE CONDUCTS A COMPREHENSIVE ANNUAL REVIEW OF ALL COMPENSATION PROVIDED BY THE ORGANIZATION TO THE SENIOR MANAGEMENT TEAM. THIS REVIEW IS CONDUCTED BY THE COMMITTEE BY UTILIZING NATIONAL SALARY SURVEYS, CONDUCTED BY INDEPENDENT EXTERNAL FIRMS. COMPENSATION FOR SENIOR MANAGERS IS COMPARED TO COMPENSATION OF SENIOR MANAGERS AT LIKE INSTITUTIONS ACROSS THE U.S. TO DETERMINE THAT THE VALUE OF COMPENSATION PROVIDED IS REASONABLE AND AT FAIR MARKET VALUE. THE COMPENSATION COMMITTEE ALSO WORKS DIRECTLY WITH AN EXTERNAL INDEPENDENT COMPENSATION CONSULTANT TO REVIEW THE REASONABLENESS OF TOTAL COMPENSATION PROVIDED TO THE SENIOR MANAGEMENT TEAM, AND TO ASSURE THAT THE TOTAL COMPENSATION PAID CONFORMS TO THE OVERALL COMPENSATION PHILOSOPHY. THE COMPENSATION CONSULTANT PROVIDES WRITTEN OPINIONS TO THE COMPENSATION COMMITTEE THAT ASSESSES THE REASONABLENESS OF THE TOTAL EXECUTIVE COMPENSATION PAID TO SENIOR MANAGERS. THE ANNUAL COMPENSATION REVIEW PROCEDURE WAS COMPLETED BY THE COMPENSATION COMMITTEE ON May 6, 2020. ALL DECISIONS OF THE COMPENSATION COMMITTEE ARE CONTEMPORANEOUSLY DOCUMENTED IN THE COMPENSATION COMMITTEE MINUTES WHICH ARE TIMELY REVIEWED AND APPROVED BY THE COMMITTEE. EMPLOYED PHYSICIAN COMPENSATION IS UNDER THE PURVIEW OF THE BRYAN HEALTH COMPENSATION COMMITTEE. THE COMPENSATION COMMITTEE HAS ESTABLISHED A POLICY REGARDING PHYSICIAN COMPENSATION WHICH ASSURES THAT PHYSICIAN COMPENSATION MEETS FAIR MARKET VALUE AND ALL OTHER LEGAL REQUIREMENTS. PHYSICIAN COMPENSATION IS BENCHMARKED AGAINST SEVERAL INDEPENDENT PHYSICIAN SPECIALTY - SPECIFIC SALARY SURVEYS AND IS REGULARLY REVIEWED BY THE COMPENSATION COMMITTEE.”

“See the narrative for form 990, part vi, section b, line 15a.”

“The organization's articles of incorporation and amendments are available to the public on the nebraska secretary of state's website at www.sos.ne.gov. Also, this organization is included within the consolidated financial statements of bryan health that are made available to the public by the posting of these documents through the municipal securities rulemaking board website at emma.msrb.org. The organization's other governing documents, conflict of interest policy and financial statements are generally not made available to the public. Federal tax laws do not require that governing documents, conflict of interest policies and financial statements be made available for public inspection.”

“In keeping with bryan health's beliefs and standards of behavior regarding stewardship, no board member serving on this organization's board is compensated for their services as a board member. Compensation amounts reported in form 990, part vii, section a are for services performed as physicians and executives of merrick medical center and bryan health and not for services performed as board members.”

“Patient Care Sevices - Total Expense: 2122721, Program Service Expense: 1761915, Management and General Expenses: 360806, Fundraising Expenses: ; Collection Fees - Total Expense: 16297, Program Service Expense: , Management and General Expenses: 16297, Fundraising Expenses: ;”