Pinnacle Health Regional Physicians

“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 pinnacle health regional physicians, issues and files all form 1099s for pinnacle health regional physicians.”

“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.”

“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”

“The organization makes its governing documents and conflict of interest policy available for public inspection upon request. 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.”

“The physician services provided within phrp support and enhance the services of upmc pinnacle hospitals and the upmc pinnacle central pennsylvania markets. It provides first class preventative care to the community as well as collaborates with its affiliates to improve the quality of healthcare and the patient experience. Phrp provided free care during the year in the amount of $761,000. Phrp provided charitable contributions and subsidized health services to the community at a cost of over $7,700,000. Pinnacle health regional physicians is an amalgamation of primary care, specialty care, and clinic physician practices. In fiscal year 2024, there were 25 specialty practices throughout central pennsylvania. Phrp includes the following specialty practices: arthritis & rheumatology, cancer care (including breast health, hematology oncology care, and radiation therapy), cardiology, foot & ankle, surgical (including ent head & neck, general surgery, oncology, orthopedic, plastic & aesthetic and vascular), infectious disease, neurology, ob gyn, pulmonary & sleep and urology. Management considers the investment in specialty services critical in maintaining an integrated delivery system which will aid in the future success of the upmc pinnacle markets. One clinic practice located within lancaster, pa serves an un-insured, under-insured and large medical assistance community as it serves its mission statement to be a charitable organization dedicated to maintaining and improving the health and quality of life. Primary care services are currently provided through 20 family care practices located in surrounding central pennsylvania communities. During the fiscal year ended june 30, 2024, combined primary care, lancaster clinic, and specialty care patient visits totaled 124,121.”

“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 pinnacle health medical services, issues and files all form 1099s for pinnacle health medical services.”

“Upmc group entities do not have a section 4960 excise tax liability to report on form 4720 related to payments of $1 million or more in remuneration or excess parachute payments during the tax year ended june 30, 2024. Remuneration is not taken into account for the purposes of the excise if no deduction for the remuneration is allowed by reason of section 162(m). Section 162(m)(6) imposes a compensation deduction limitation on controlled groups, such as the upmc controlled group, that include one or more covered health insurance providers.”

“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.”