Gsl Hospital

“The organization is a joint venture hospital between geisinger health ("geisinger") and st. Lukes university health network ("st. Luke's"); both of which are the tax-exempt parent entities of their respective integrated healthcare delivery systems. Although this federal form 990 shows no independent board of trustee members under the internal revenue service ("irs") definition, this organization acts in a charitable tax-exempt manner and has received its tax-exempt status from the irs pursuant to internal revenue code section 501(c)(3). The organization is governed by its board of trustees, which is comprised solely of representatives of geisinger and st. Lukes. Thus, the organization is controlled by geisinger and st. Lukes; both of which are governed by a board whose majority is comprised of independent voting members.”

“In march 2018 geisinger health ("geisinger") and st. Lukes university health network ("st. Luke's") announced that the organizations had entered into a joint venture to build a new acute care hospital in the borough of orwigsburg pennsylvania. The 80-bed hospital, scheduled to open in november of 2019, is to feature an emergency department and a range of specialties and services. Under terms of the agreement, the new hospital will operate under geisinger and st. Luke's as a joint venture, with funding and governance shared equally between the tax-exempt integrated healthcare delivery systems. St. Luke's will build and manage the hospital. St. Luke's and geisinger will both contribute physicians and specialty support staff and expertise.”

“Geisinger health and st. Luke's health network, inc. Are the sole members of this organization. The organization shall be managed, conducted and directed by its board of trustees. In accordance with the organization's bylaws, each member shall appoint three (3) trustees to its governing body (board of trustees).”

“The organization's federal form 990 was provided to each voting member of the organization's governing body (its board of trustees) prior to the filing with the internal revenue service ("irs"). As part of the organization's federal form 990 tax return preparation process the organization hired a professional certified public accounting ("cpa") firm with experience and expertise in both healthcare and not-for-profit tax return preparation to prepare the federal form 990. The cpa firm's tax professionals worked closely with the organization's finance personnel to obtain the information needed in order to prepare a complete and accurate tax return. The cpa firm prepared a draft federal form 990 and furnished it to the organization's finance personnel for their review. The organization's finance personnel reviewed the draft federal form 990 and discussed questions and comments with the cpa firm. Revisions were made to the draft federal form 990 where necessary and a final draft was furnished by the cpa firm for final review and approval. Thereafter, the form 990 was provided to each voting member of the organization's governing body prior to filing with the irs.”

“The organization has a written conflict of interest policy and regularly monitors and enforces compliance with that policy. Every covered individual is required to submit, atleast annually, a conflict of interest disclosure statement which lists all financial and conflicting interests. These disclosures are then shared with the chairman of the board. If a covered individual discloses an interest that could give rise to a conflict, the potential conflict may be disclosed to the organization's governing body, which evaluates the conflict and its potential impact on the covered individuals participation. After consultation and discussion, the board of trustees may take action, if appropriate and necessary, to address any such conflict in a manner consistent with the organization's conflict of interest policy.”

“The organization currently has no compensated individuals. However, once the organization becomes operational, the compensation payable to senior executives and medical chiefs will be determined by the organization's executive compensation committee and its board of trustees based on guidance from an independent executive compensation consultant with expertise in this field. The consultant is engaged by and reports directly to the executive compensation committee and the board of trustees. The consultant will provide a full report to the executive compensation committee and board of trustees every two years. The consultant will review the roles of the organization's executives, determine applicable peer organizations, collect and analyzes published compensation survey data, confirm the data based on publicly available information and compare the compensation of the organizations executives and medical chiefs to the market data. The consultant will provide a report of its market findings and present the report to the executive compensation committee of the board of trustees. Finally, the consultant will prepare a letter commenting on the reasonableness of the organization's compensation. A portion of the compensation payable to senior executives and medical chiefs will be contingent upon the achievement of performance measures set in advance by the board of trustees based on recommendations from the executive compensation committee. The contingent portion, referred to as "incentive compensation", is forfeited upon failure to achieve a minimum level of operating surplus or the loss of certain key hospital and service line accreditations. The performance measures change from year to year as determined by the executive compensation committee and the board of trustees and typically include measures based on quality, patient satisfaction and fiscal responsibility. The executive compensation committee has adopted a written executive compensation philosophy which it follows when it reviews and approves of the compensation and benefits. The will committee review the "total compensation" which is intended to include both current and deferred compensation and all employee benefits, both qualified and non-qualified. The committee's review will be done on at least an annual basis and ensures that the "total compensation" of senior management is reasonable. The actions taken by the committee enable the organization to receive the rebuttable presumption of reasonableness for purposes of internal revenue code section 4958 with respect to the total compensation of senior management.”

“The organization's filed certificate of incorporation and any amendments can be obtained and reviewed through the commonwealth of pennsylvania.”

“The organization is a joint venture hospital between geisinger health ("geisinger") and st. Lukes university health network ("st. Luke's"); both tax-exempt integrated healthcare delivery systems. In accordance with the organizations bylaws, the property and affairs of the organization shall be managed, conducted and directed by its governing body (board of trustees). Joel d. Fagerstrom, thomas p. Lichtenwalner and robert e. Martin are members of this organization's governing body and are not compensated for serving as trustees of the organization. Mr. Fagerstrom is the executive vice president and chief operating officer, mr. Lichtenwalner is the senior vice president/chief financial officer, and mr. Martin is the senior vice president, network development of st. Luke's. Each of these individuals receive a federal form w-2 from st. Lukes hospital of bethlehem pennsylvania; an internal revenue code section 501(c)(3) tax-exempt organization. Their reportable compensation, retirement/other deferred compensation and non-taxable benefits are reported within core form, part vii and schedule j of the st. Lukes health network, inc. (ein: 23-2384282) federal form 990. Please refer to the st. Lukes health network, inc. Form 990 for this information. Steven youso is a member of this organization's governing body and is not compensated for serving as a trustee of the organization. Mr. Youso is the president/chief executive officer of geisinger health plan. Mr. Youso receives a federal form w-2 from geisinger health plan; an internal revenue code section 501(c)(3) tax-exempt organization. Mr. Youso's reportable compensation, retirement/other deferred compensation and non-taxable benefits are reported within core form, part vii and schedule j of the geisinger health plan (ein: 23-2311553) federal form 990. Please refer to the geisinger health plan form 990 for this information. Gerald v. Maloney, d.o., facp is a member of this organization's governing body and is not compensated for serving as a trustee of the organization. Dr. Maloney is the chief medical office of geisinger hospitals. Dr. Maloney receives a federal form w-2 from geisinger clinic; an internal revenue code section 501(c)(3) tax-exempt organization. Dr. Maloney's reportable compensation, retirement/other deferred compensation and non-taxable benefits are reported within core form, part vii and schedule j of the geisinger clinic (ein: 23-6291113) federal form 990. Please refer to the geisinger clinic form 990 for this information.”

“- transfer from geisinger health; a related internal revenue code section 501(c)(3) tax-exempt organization - $20,110,325; - transfer from st. Luke's health network, inc.; a related internal revenue code section 501(c)(3) tax-exempt organization - $19,116,152; - pre-acquisition/merger/start-up costs - ($1,067,420); and - donations to other organization - ($6,460).”

“An independent cpa firm audited the consolidated financial statements of gsl hospital and its controlled affiliate for the year ended june 30, 2019. An unmodified opinion was issued by the independent cpa firm for the year ended june 30, 2019. The organization is a joint venture hospital between geisinger health ("geisinger") and st. Lukes university health network ("st. Luke's"); both tax-exempt integrated healthcare delivery systems. Together, these organizations have oversight of the organizations finances and assume the responsibility for oversight of the audit of the consolidated financial statements and the selection of an independent auditor.”