Upmc 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, ground breaking 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. Members are provided with a copy of the form 990 prior to filing and provided opportunity to review.”

“Upmc requires key employed and non-employed personnel to comply with its conflict of interest policies when they engage in upmc-related business. Persons covered by the policies include: -upmc board members, board committee members, corporate officers, and key employees -upmc physicians and non-physician employees who hold a position of influence -identified non-employed members of the upmc medical staff who hold a position of influence or trust-individuals conducting clinical research at upmc, whether or not they are employed by upmc. These individuals are required to complete a questionnaire at least annually, which along with other data is used to identify possible individual and institutional conflicts of interest. If a potential conflict is identified regarding a specific upmc activity, the 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. For employed personnel and non-board member, non-employed personnel, the conflict of interest identification and management process is ultimately overseen by an ethics and compliance committee of the upmc board of directors on behalf of upmc and all its subsidiaries. Potential conflict of interest transactions involving upmc board members and entities with which they are affiliated are monitored and subject to pre-approval by the governance and nominating committee of the upmc board of directors. In addition to the general corporate and board policies described above, upmc has also developed and implemented a separate tax questionnaire distributed to officers, directors, trustees, and key employees annually that specifically addresses disclosure requirements of form 990.”

“15a: 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. 15b: 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 forma”

“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.”

“Upmc in central pa encompasses seven acute care hospitals with 1,226 licensed beds, and also offers the helen m. Simpson rehab hospital, a 55-bed inpatient rehab hospital jointly owned with select medical. Upmc in central pa offers access to more than 200 outpatient locations, including primary and specialty care, upmc urgent care centers, and upmc hillman cancer centers. Upmc has more than 13,000 employees, including more than 3,100 physicians and allied health professionals. During fiscal year 2024 (july 2023 - june 2024), upmc in central pa admitted more than 53,500 inpatients, recorded 267,900 inpatient days, 239,000 emergency room visits, 1.5 million outpatient visits, 56,000 surgeries, 5,600 births/deliveries, 77 transplants and it participated in more than 400 clinical trials. Upmc in central pa's member organizations provided charity care and other uncompensated care, including medicaid and medicare shortfalls, at a cost in excess of $406,000,000. The communities served by upmc in central pa's member organizations are in an economically distressed and medically underserved area. In the year ended june 30, 2024, upmc in central pa's member organizations provided community service programs and other funding at a cost of approximately $49,600,000 and funding for education and research at a cost of approximately $30,200,000. Based in manchester township, york, pa, the state-of-the-art upmc memorial features 104 beds and private rooms in a modern five-level design. 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 u.s. News & world report named upmc magee-womens at upmc memorial as a 2025 high performing hospitals for maternity care. Additionally, upmc memorial earned american college of cardiology's ncdr chest pain-mi registry platinum performance achievement award for 2024. In 2024, upmc memorial continued to increase access to care. It added a xi davinci robot at upmc leader asc. Upmc central pa weight management service also started low acuity bariatric surgery at upmc memorial. Upmc heart and vascular institute successfully increased access for cardiac diagnostic testing and expanded access by launching a cardiac surgery satellite clinic at upmc memorial. Additionally, upmc memorial sleep center expanded to include pediatric services. Upmc memorial has more than 770 employees and offers access to outpatient locations which include primary and specialty care offices, upmc urgent care centers, and upmc hillman cancer centers. During fiscal year 2024 (july 2023 - june 2024), upmc memorial admitted 5,600 inpatients and recorded more than 28,700 inpatient days, 36,600 emergency room visits, 160,900 outpatient visits, 10,700 surgeries, and 450 births/deliveries. Upmc memorial provided services to the community through charitable donations, subsidized health and community programs, outreach programs, health screenings, educational classes, and volunteer services. Upmc memorial treats all patients without regard to their ability to pay. Upmc memorial provided charity care and other uncompensated care, including medicaid and medicare shortfalls, at a cost in excess of $33,000,000. The communities served by upmc memorial are in an economically distressed and medically underserved area. In the year ended june 30, 2024, upmc memorial provided community service programs and other funding at a cost of over $2,245,000 and funding for education and research at a cost of approxim”

“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.”

“Other professional fees: program service expenses 1,262,306. Management and general expenses 262,539. Fundraising expenses 0. Total expenses 1,524,845. Consulting services: program service expenses 4,443. Management and general expenses 0. Fundraising expenses 0. Total expenses 4,443. Laundry & linen services: program service expenses 943,565. Management and general expenses 0. Fundraising expenses 0. Total expenses 943,565. Purchased lab services: program service expenses 1,287,655. Management and general expenses 0. Fundraising expenses 0. Total expenses 1,287,655. Purchased services: program service expenses 1,073,220. Management and general expenses 0. Fundraising expenses 0. Total expenses 1,073,220. Other i/c loss transfers: program service expenses 32,426,785. Management and general expenses 0. Fundraising expenses 0. Total expenses 32,426,785.”

“Transfers to exempt affiliates -35,206,502. Phlsc return of capital -1,671,203. Phlsc net asset transfer 1,379,867.”

“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.”

“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, 2023.”