Upmc Pinnacle Memorial

“The sole member of the corporation is upmc pinnacle, a federally tax exempt, state nonprofit entity (ein 25-1778658). In september 2017, upmc pinnacle affiliated with upmc, a world-renowned integrated healthcare delivery and financing system, that is an international leader in providing clinical care, groundbreaking research and treatments with locations in western and central pennsylvania, maryland, new york and around the world.”

“As sole member of the organization, upmc pinnacle elects the board of directors.”

“Certain governance decisions of the organization require the approval of both the upmc pinnacle board and the upmc board, as the sole member of upmc pinnacle.”

“THE AUTHORITY AND RESPONSIBILITY FOR REVIEW OF THE FORM 990 FOR UPMC PINNACLE AND SUBSIDIARIES IS DELEGATED TO THE FINANCE COMMITTEE OF THE UPMC PINNACLE BOARD. All Board MEMBERS ARE PROVIDED WITH A COPY OF THE FORM 990 PRIOR TO FILING.”

“IN THE PERFORMANCE OF THEIR DUTIES TO UPMC PINNACLE, COVERED PERSONS SHALL SEEK TO ACT IN THE BEST INTERESTS OF UPMC PINNACLE, AND SHALL EXERCISE GOOD FAITH, LOYALTY, DILIGENCE AND HONESTY. A COVERED PERSON IS ANY INDIVIDUAL WHO SERVES IN A FIDUCIARY CAPACITY TO, OR WHO HAS LEGAL AUTHORITY TO REPRESENT OR OBLIGATE, UPMC PINNACLE OR ANY OF ITS AFFILIATED ORGANIZATIONS INCLUDING, BUT NOT LIMITED TO, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS. COVERED PERSONS ALSO INCLUDE A) IMMEDIATE FAMILIES (SPOUSES, CHILDREN, SIBLINGS, PARENTS, OR SPOUSE'S PARENTS), B) ANY ORGANIZATION IN WHICH THEY OR THEIR IMMEDIATE FAMILIES DIRECTLY OR INDIRECTLY I) HAVE A MATERIAL FINANCIAL OR BENEFICIAL INTEREST, OR II) SERVE AS A DIRECTOR, OFFICER, EMPLOYEE, AGENT, ATTORNEY OR SIMILAR CAPACITY. A COVERED PERSON SHALL DISCLOSE ANY BUSINESS OR PERSONAL INTERESTS OR RELATIONSHIPS WHICH MAY BE IN CONFLICT WITH THE INTERESTS OF UPMC PINNACLE, INCLUDING, BUT NOT LIMITED TO (A) ENGAGING IN OR SEEKING TO BE ENGAGED IN (I) THE DELIVERY OF HEALTH CARE SERVICES OR (II) THE DELIVERY OF GOODS OR SERVICES TO UPMC PINNACLE, OR (B) ANY TRANSACTION OR ARRANGEMENT WITH UPMC PINNACLE WHICH WOULD RESULT IN BENEFIT TO COVERED PERSONS. If a potential conflict is identified regarding a specific UPMC activity, the UPMC corporate compliance department, with the assistance of the legal department, either develops a written plan designed to prevent the conflict from influencing decisions related to that activity, or requires that the conflicting relationship be divested, as appropriate. COVERED PERSONS WITH A DOCUMENTED CONFLICT OF INTEREST SHALL NOT VOTE ON THE MATTER, AND THE UPMC PINNACLE BOARD OR COMMITTEE MUST APPROVE, AUTHORIZE, OR RATIFY THE TRANSACTION OR ARRANGEMENT BY A MAJORITY VOTE OF THE NON-INTERESTED DIRECTORS OR COMMITTEE MEMBERS PRESENT AT A MEETING THAT HAS A QUORUM. VIOLATIONS OF THIS STATEMENT OF POLICY MAY SUBJECT COVERED PERSONS TO APPROPRIATE SANCTIONS, INCLUDING REMOVAL FROM THEIR POSITIONS WITH UPMC PINNACLE.”

“The compensation committee of the UPMC Pinnacle Board has the authority to develop and maintain executive compensation to be approved by the UPMC Pinnacle Board of Directors. The compensation committee will follow a diligent process that meets regulatory requirements for a rebuttable presumption of reasonableness and promotes effective governance of executive compensation, consistent with the UPMC Pinnacle compensation philosophy. 1. Follow a process that establishes and maintains a rebuttable presumption of reasonableness for all executives potentially subject to intermediate sanctions. 2. Prepare minutes for each meeting to record the terms of the committee's decisions and the process followed in reaching those decisions. These minutes must include indications that the committee is following good practices in dealing with conflicts of interest and in obtaining and relying on appropriate comparability data on total compensation. 3. Select and directly engage and supervise any consultant hired by upmc pinnacle to advise the committee on executive compensation. 4. Periodically evaluate the appropriateness of this charter and the effectiveness of the process the committee uses in governing executive compensation and report this evaluation to the UPMC Pinnacle board. 5. Monitor changes in laws and regulations pertaining to executive compensation and benefits to see that UPMC Pinnacle complies with them. 6. Seek outside review of committee operations to ensure compliance with the IRS rebuttable presumption of reasonableness. 7. Review actual executive compensation and benefits provided to confirm consistency with compensation and benefits approved by the committee.”

“To support upmc's mission and as set forth in the upmc bylaws, the board of directors has formed an executive compensation committee ("committee") and delegated to it the responsibility for establishment and implementation of officer and key employee total compensation programs. As part of this responsibility the committee reports regularly to the board of directors. With board of directors approval, the committee has adopted a formal charter, which includes the establishment of a compensation philosophy and related policies with respect to the total compensation paid by upmc to its officers and key employees. The upmc total compensation program for officers and key employees is predicated upon an incentive compensation component. This component is based upon the accomplishment of predetermined performance goals and objectives which focus on the achievement of multiple annual and three year individual and group performance criteria in the context of appropriate risk taking. These criteria directly support upmc's mission and include: patient quality and satisfaction, community benefits, operational and financial strength, leadership development, and strategic business initiatives among others. The total compensation program is integrated with and reinforces the upmc business planning cycle as well as management development and succession planning processes. It is the committee's judgment that the structure of the total compensation program is vital to, and strongly supportive of, the high level of ongoing success of upmc and fosters the retention of critical officer and key employee talent. The total compensation determination process utilized by the committee is intended to satisfy the "rebuttable presumption of reasonableness" as set forth in the regulations to section 4958 of the internal revenue code ("code"). This means that compensation programs and levels are approved in advance by the committee which is composed entirely of outside directors who do not have a conflict of interest, as defined by the relevant regulations, with respect to the compensation program and levels. The committee obtains and relies upon a broad range of appropriate data as to comparability prior to making its determinations. The committee then contemporaneously documents, in formal meeting minutes, the basis and reasons for its determinations. The total compensation program is designed and administered in accordance with the upmc bylaws, sound business practices, the tenets of common law business judgment and fiduciary responsibility as well as adherence to all relevant federal, state and local laws. In addition to code section 4958, as set forth above, this includes but is not limited to code section 501(c)(3) and the applicable regulations thereunder as well as all laws and regulations prohibiting private inurement, private benefit transactions and discrimination. Further, the committee has identified and adopted, as appropriately modified for upmc, compensation program "best practices" from the business world (e.g. Sarbanes oxley, sec, etc.). The committee believes that while these practices are not required in the tax exempt sector, they are in the best interests of the organization and further support upmc's nonprofit mission. In accordance with the above, determination of total compensation for the ceo is made exclusively by the committee. Determination of total compensation for other officers and key employees is recommended by the ceo and subject to review and approval by the committee. The committee, which meets at least four times a year, obtains professional advice from its own experts, including accountants, executive compensation consultants and legal counsel.”

“The organization makes its governing documents and conflict of interest policy available for public inspection. The organization includes a copy of its financial statements with the state registration filed with the pennsylvania department of state, bureau of charitable organizations. These documents are a matter of public record and can be viewed at the bureau office.”

“GIFT SHOP REVENUE - Total Revenue: 41531, Related or Exempt Function Revenue: , Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: 41531; MEDICAL RECORDS - Total Revenue: 680, Related or Exempt Function Revenue: , Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: 680;”

“UPMC Memorial features: - World-class cardiology and vascular services with the UPMC Heart and Vascular Institute. - A comprehensive reflux program to treat patients suffering with Gastroesophageal Reflux Disease (GERD). - The region's leading labor and delivery services with a level II neonatal intensive care unit (opened in February 2020). - Acute and emergency medical care. - Surgical services. Next to the hospital is the five-level Outpatient Services building featuring: - UPMC Hillman Cancer Center - Ambulatory surgery - Outpatient imaging - Women's imaging suite - Sleep lab - Infusion center - Cardiac rehabilitation UPMC Memorial hospital subsidizes the cost of treating patients who are uninsured, unable to pay, or have government sponsored health insurance where reimbursement is less than the cost of providing the service. We serve as a leader in the York community. Our role is to provide outstanding patient care; putting our patients, health plan members, and community at the center of everything we do and creating a model that ensures that every patient gets the right care, in the right way, at the right time, every time. In keeping with our mission of serving our community by providing outstanding patient care and shaping tomorrow's health system through clinical and technological innovation, research, and education, UPMC Memorial hospital is a force for stability, strength, and reliability for those we serve. In addition to financial support, outreach to the community is crucial to achieving our mission. Through volunteerism and engagement, we strive to be a force for health and well-being. We help the underserved, mentor students, lend expertise to community organizations, and educate the community on disease prevention and management. COMMUNITY HEALTH IMPROVEMENT SERVICES: Taking health care beyond the doors of its hospitals, clinics, and offices, and bringing it into the region's towns, schools and workplaces, UPMC Memorial is helping create healthier communities across central Pennsylvania. Through its charitable giving and community initiatives, UPMC Memorial is making a difference in the health and well-being of its neighbors. From public health and wellness initiatives to school health screenings, insurance enrollment help, home-visit programs, charity care, and free health classes, UPMC Memorial provides benefits to the community. UPMC Memorial offers a variety of free community programs that are making a difference in the lives of central Pennsylvanians every day, including: 1) Children's health fair, conferences and lectures provide information on healthy lifestyles and health career sessions, youth health screenings, youth obesity prevention, child abuse awareness/prevention and literacy programs for children. 2) Support groups are offered free of charge to help people understand and cope with particular problems or illnesses. They include diabetes, bereavement, caregiver, transplant, and heart disease. 3) Resident physician training programs for orthopedic surgery, internal medicine, general surgery, podiatry, and family practice. Fellowship programs are available for sports medicine and maternal fetal medicine. 4) Wellness and Screening Programs are provided including: - Cholesterol Screenings - Prostate Screenings - Infant Development Screenings - Speech and Hearing Screenings - Depression and Anxiety Screenings - Bone Density Screenings - Nutrition Therapy Education Programs - Lead Poisoning Screenings”

“Upmc (ein 23-1423657), a federally tax-exempt entity, the parent of a large integrated delivery and financing system and the parent entity of upmc pinnacle, who is the parent of upmc memorial, issues and files all form 1099s for upmc memorial.”

“PURCHASED SALARIES NON-PHYSICIANS - Total Expense: 6777683, Program Service Expense: 5598366, Management and General Expenses: 1179317, Fundraising Expenses: ; EXTERNAL PATIENT CARE SERVICES - Total Expense: 254437, Program Service Expense: 210165, Management and General Expenses: 44272, Fundraising Expenses: ; RADIOLOGY/IMAGING SERVICES - Total Expense: 3737, Program Service Expense: 3737, Management and General Expenses: , Fundraising Expenses: ; RESPIRATORY THERAPY SERVICES - Total Expense: 19953, Program Service Expense: 19953, Management and General Expenses: , Fundraising Expenses: ; LAUNDRY & LINEN SERVICES - Total Expense: 798882, Program Service Expense: 798882, Management and General Expenses: , Fundraising Expenses: ; PATIENT TRANSPORT SERVICES - Total Expense: 2976, Program Service Expense: 2976, Management and General Expenses: , Fundraising Expenses: ; DIETARY SERVICES - Total Expense: 2225, Program Service Expense: 2225, Management and General Expenses: , Fundraising Expenses: ; DISPOSAL SERVICES - Total Expense: 16176, Program Service Expense: 16176, Management and General Expenses: , Fundraising Expenses: ; PURCHASED SERVICES - Total Expense: 911160, Program Service Expense: 752618, Management and General Expenses: 158542, Fundraising Expenses: ; PATIENT TESTING/LAB SERVICES - Total Expense: 1132613, Program Service Expense: 1132613, Management and General Expenses: , Fundraising Expenses: ; SECURITY SERVICES - Total Expense: 26156, Program Service Expense: 21605, Management and General Expenses: 4551, Fundraising Expenses: ; MARKETING AND PUBLIC RELATIONS - Total Expense: 12544, Program Service Expense: 10361, Management and General Expenses: 2183, Fundraising Expenses: ; other I/C Loss Transfers - Total Expense: 28078296, Program Service Expense: 28078296, Management and General Expenses: , Fundraising Expenses: ;”

“TRANSFERS TO EXEMPT AFFILIATES - -18751546; JOINT VENTURES EQUITY METHOD INCOME - -104305; Released from Restriction - -577548;”

“The organization's financial statements are part of a consolidated financial statement audit performed by ey for upmc and all subsidiaries. The entire system's financial statements, of which this organization is part, are posted on the upmc website. (www.upmc.com) the financial statement audit during the 990 filing period is for the calendar year ended december 31, 2022.”

“Upmc has an audit committee that is established to assist the board of directors in fulfilling its oversight responsibilities by monitoring upmc consolidated financial reports and other financial information provided by upmc to governmental bodies, the public or other external entities. The upmc's system of internal controls regarding finance, accounting, legal compliance and ethics that management and the board have established and upmc's internal auditing, accounting and financial reporting processes also provided oversight.”