Salem County Hospital Corp

“William j. Colgan, steven rosefsky, jd & manny guantez - business relationship.”

“The organization entered into a hospital management services agreement with salem hospital management, llc ("manager"), a new jersey limited liability company, with experience in providing management and consulting services to acute care hospitals. The manager was engaged to perform the following services for salem medical center: management support, managed care contracting, vendor contracting, human resources contracting, group purchasing, facilities and plant management, business office staff orientation/training/support, continuing education for staff, physician relations, corporate compliance and accreditation compliance, regulatory compliance and auditing, risk management, credentialing, utilization review, corporation performance improvement and quality control, cash management, revenue cycle management, preparation of hospital operating reports and financial statements, maintenance of general ledger, information technology services, and coordination of legal matters. In addition, the manager was contracted to provide the hospital with full-time services of a chief executive officer and chief financial officer. The following individuals were compensated by the manager during 2022. Additionally, in accordance with the form 990 instructions, included below are the individuals' reportable compensation and other compensation (deferred compensation & non-taxable benefits) received from the management company for services provided to salem medical center for the year ended december 31, 2022. Tammy torres (chief executive officer) -------------------------------------- reportable compensation - $339,647 other compensation (non-taxable benefits) - $876 total compensation - $340,523 vincent riccitelli (chief financial officer) -------------------------------------------- reportable compensation - $233,242 other compensation (non-taxable benefits) - $10,548 total compensation - $243,790”

“Effective december 15, 2022, pursuant to the terms of a membership transfer agreement, inspira health network, inc. Became the sole member of salem county hospital corporation d/b/a salem medical center ("smc"). Smc's bylaws were amended effective december 15, 2022 to reflect the change of the organization's sole member.”

“Inspira health network, inc. ("network") is the sole member of this organization. Network has the right to elect the members of this organization's board of trustees and has certain powers as defined in this organization's bylaws.”

“Inspira health network, inc. ("network") is the tax-exempt parent entity of the system. This organization's federal form 990 was provided to each member of the network's audit committee for review and thereafter approval by the members at the audit committee meeting. Subsequently, the organization's 990 was provided to each voting member of the organization's board of trustees, prior to filing with the irs. The network's audit committee has assumed the responsibility to oversee and coordinate the federal form 990 preparation, review and filing process for all tax-exempt affiliates within the system. As part of the organization's federal form 990 tax return preparation process the system 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 and system individuals including senior vice president and chief legal officer, senior vice president/chief financial officer, vice president of finance and various other individuals ("internal working group") 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 internal working group for review. The organization's internal working group 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 to the organization's internal working group for final review and approval. Following this review, the form 990 was then presented to the network's audit committee and provided to the organization's governing body prior to filing with the irs.”

“Effective December 15, 2022, pursuant to the terms of a membership transfer agreement this organization became an affiliate within Inspira Health Network; a tax-exempt integrated healthcare delivery system ("System"). Inspira Health Network, Inc. ("Network") is the tax-exempt parent entity of the system. Post-acquisition this organization adopted the System's policies and procedures as it relates to its conflict of interest. The system has a written conflict of interest policy with which all affiliates REGULARLY MONITOR AND ENFORCE COMPLIANCE. THE CONFLICT OF INTEREST POLICY REQUIRES THAT A CONFLICT OF INTEREST DISCLOSURE STATEMENT, CONSISTENT WITH BEST GOVERNANCE PRACTICES AND INTERNAL REVENUE SERVICE GUIDELINES, BE CIRCULATED ANNUALLY TO ALL TRUSTEES/DIRECTORS, OFFICERS, KEY EMPLOYEES AND COMMITTEE MEMBERS (COLLECTIVELY, "INSPIRA MANAGEMENT") WITHIN THE SYSTEM. ALL MEMBERS OF INSPIRA MANAGEMENT ARE REQUIRED TO REVIEW THE EXISTING CONFLICT OF INTEREST POLICY ANNUALLY AND SIGN A DISCLOSURE STATEMENT WHICH AFFIRMS THAT THEY: (A) HAVE RECEIVED A COPY OF THIS CONFLICT OF INTEREST POLICY; (B) HAVE READ AND UNDERSTOOD THE POLICY; (C) HAVE AGREED TO COMPLY WITH THE POLICY, AND (D) UNDERSTAND THAT THE ORGANIZATION IS A CHARITABLE, TAX-EXEMPT ORGANIZATION AND THAT, IN ORDER TO MAINTAIN ITS FEDERAL TAX EXEMPTION, IT MUST ENGAGE PRIMARILY IN ACTIVITIES WHICH ACCOMPLISH ONE OR MORE OF ITS TAX-EXEMPT PURPOSES. PER THE SYSTEM'S CONFLICT OF INTEREST POLICY, ANY MEMBER OF INSPIRA MANAGEMENT HAVING A POTENTIAL OR ACTUAL SIGNIFICANT FINANCIAL OR PERSONAL INTEREST IN ANY TRANSACTION OR ARRANGEMENT, SHALL MAKE A PROMPT, FULL AND FRANK DISCLOSURE OF HIS OR HER INTEREST TO THE APPLICABLE GOVERNING BOARD OR A COMMITTEE THEREOF WHICH IS CONSIDERING THE AUTHORIZATION, APPROVAL, RATIFICATION, OR SIMILAR ACTION OF SUCH TRANSACTION OR ARRANGEMENT PRIOR TO THE ORGANIZATION ACTING ON SUCH TRANSACTION OR ARRANGEMENT. THE COMPLETED CONFLICT OF INTEREST DISCLOSURE STATEMENTS ARE RETURNED TO THE SYSTEM'S senior vice president and chief legal officer FOR REVIEW. THEREAFTER, the senior vice president and chief legal officer presents any conflicts of interest to THE NETWORK'S GOVERNANCE COMMITTEE FOR ITS REVIEW AND DISCUSSION. MANAGEMENT HAVING A POTENTIAL OR ACTUAL SIGNIFICANT FINANCIAL OR PERSONAL INTEREST IN ANY TRANSACTION OR ARRANGEMENT, SHALL MAKE A PROMPT, FULL AND FRANK DISCLOSURE OF HIS OR HER INTEREST TO THE APPLICABLE GOVERNING BOARD OR A COMMITTEE THEREOF WHICH IS CONSIDERING THE AUTHORIZATION, APPROVAL, RATIFICATION, OR SIMILAR ACTION OF SUCH TRANSACTION OR ARRANGEMENT PRIOR TO THE ORGANIZATION ACTING ON SUCH TRANSACTION OR ARRANGEMENT. THE COMPLETED CONFLICT OF INTEREST DISCLOSURE STATEMENTS ARE RETURNED TO THE SYSTEM'S senior vice president and chief legal officer FOR REVIEW. THEREAFTER, THE SENIOR VICE PRESIDENT AND CHIEF LEGAL OFFICER presents any conflicts of interest to THE NETWORK'S GOVERNANCE COMMITTEE FOR ITS REVIEW AND DISCUSSION.”

“Effective December 15, 2022, pursuant to the terms of a membership transfer agreement this organization became an affiliate within Inspira Health Network; a tax-exempt integrated healthcare delivery system ("System"). Inspira Health Network, Inc. ("Network") is the tax-exempt parent entity of the system. Post-acquisition this organization adopted the System's policies and procedures as it relates to its executive compensation review and approval process. The Network's board of trustees has an executive compensation committee ("COMMITTEE"). THE COMMITTEE HAS ADOPTED A WRITTEN EXECUTIVE COMPENSATION PHILOSOPHY WHICH IT FOLLOWS WHEN IT REVIEWS AND APPROVES OF THE COMPENSATION AND BENEFITS OF THE ORGANIZATION'S SENIOR MANAGEMENT, INCLUDING, BUT NOT LIMITED TO, THE PRESIDENT/CHIEF EXECUTIVE OFFICER AND all executive vice presidents and senior vice presidents that report directly to the president/chief executive officer ("senior management"). THE COMMITTEE REVIEWS THE "TOTAL COMPENSATION" of senior management WHICH IS INTENDED TO INCLUDE BOTH CURRENT AND DEFERRED COMPENSATION AND ALL EMPLOYEE BENEFITS, BOTH QUALIFIED AND NON-QUALIFIED. THE COMMITTEE'S REVIEW IS DONE ON AT LEAST AN ANNUAL BASIS AND ENSURES THAT THE "TOTAL COMPENSATION" OF SENIOR MANAGEMENT OF THE ORGANIZATION 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 THREE FACTORS WHICH MUST BE SATISFIED IN ORDER TO RECEIVE THE REBUTTABLE PRESUMPTION OF REASONABLENESS ARE THE FOLLOWING: 1. THE COMPENSATION ARRANGEMENT IS APPROVED IN ADVANCE BY AN "AUTHORIZED BODY" OF THE APPLICABLE TAX-EXEMPT ORGANIZATION WHICH IS COMPOSED ENTIRELY OF INDIVIDUALS WHO DO NOT HAVE A "CONFLICT OF INTEREST" WITH RESPECT TO THE COMPENSATION ARRANGEMENT; 2. THE AUTHORIZED BODY OBTAINED AND RELIED UPON "APPROPRIATE DATA AS TO COMPARABILITY" PRIOR TO MAKING ITS DETERMINATION; AND 3. THE AUTHORIZED BODY "ADEQUATELY DOCUMENTED THE BASIS FOR ITS DETERMINATION" CONCURRENTLY WITH MAKING THAT DETERMINATION. THE COMMITTEE IS COMPRISED OF MEMBERS OF THE BOARD OF TRUSTEES EACH OF WHO ARE INDEPENDENT AND ARE FREE FROM ANY CONFLICTS OF INTEREST. THE COMMITTEE RELIED UPON APPROPRIATE COMPARABLE DATA; SPECIFICALLY THE COMMITTEE OBTAINED A WRITTEN COMPENSATION STUDY FROM AN INDEPENDENT FIRM WHICH SPECIALIZES IN THE REVIEWING OF HOSPITAL AND HEALTHCARE SYSTEM EXECUTIVE COMPENSATION AND BENEFITS THROUGHOUT THE UNITED STATES. THIS STUDY USED COMPARABLE GEOGRAPHIC AND DEMOGRAPHIC MARKET DATA INCLUDING BUT NOT LIMITED TO SIMILAR SIZED HOSPITALS, # OF LICENSED BEDS AND NET PATIENT SERVICE REVENUE. THE COMMITTEE ADEQUATELY DOCUMENTED ITS BASIS FOR ITS DETERMINATION THROUGH THE TIMELY PREPARATION OF WRITTEN MINUTES OF THE COMPENSATION COMMITTEE MEETINGS DURING WHICH THE EXECUTIVE COMPENSATION AND BENEFITS WAS REVIEWED AND SUBSEQUENTLY APPROVED. THE ACTIONS OUTLINED ABOVE WITH RESPECT TO THE COMMITTEE AND THE ESTABLISHMENT OF THE REBUTTABLE PRESUMPTION OF REASONABLENESS ONLY APPLIES TO SENIOR MANAGEMENT. THE COMPENSATION AND BENEFITS OF CERTAIN OTHER INDIVIDUALS CONTAINED IN THIS FORM 990 ARE REVIEWED ANNUALLY BY THE PRESIDENT/CHIEF EXECUTIVE OFFICER WITH ASSISTANCE FROM THE SYSTEM'S HUMAN RESOURCES DEPARTMENT IN CONJUNCTION WITH THE INDIVIDUAL'S JOB PERFORMANCE DURING THE YEAR AND IS BASED UPON OTHER OBJECTIVE FACTORS DESIGNED TO ENSURE THAT REASONABLE AND FAIR MARKET VALUE COMPENSATION IS PAID BY THE ORGANIZATION. OTHER OBJECTIVE FACTORS INCLUDE MARKET SURVEY DATA FOR COMPARABLE POSITIONS, INDIVIDUAL GOALS AND OBJECTIVES, PERSONNEL REVIEWS, EVALUATIONS, SELF-EVALUATIONS AND PERFORMANCE FEEDBACK MEETINGS.”

“Pursuant to state of new jersey p.l. 2019, chapter 513, (which was effective on july 21, 2020), and amended p.l. 2008, chapter 58 (c.26: 2h-5.1b), this organization has posted on its internet website a copy of this internal revenue service (irs) form 990 and all schedules and supporting documentation required to be submitted to the irs in conjunction with the form 990 with the exception of those schedules not open for public inspection. Said form 990 was posted by the organization after filing its form 990 with the irs.”

“The organization's filed certificate of incorporation and any amendments can be obtained and reviewed through the state of new jersey department of the treasury. In addition, the organization's conflict of interest policy and audited financial statements are available upon request.”

“Core form, part vii and schedule j reflect certain board members and officers receiving compensation and benefits from the organization or a related organization. Please note this remuneration was for services rendered as full-time employees of the organization or related organization and not for services rendered as a voting member or officer of the organization's board of trustees.”

“Ekene Ejimofor, DNP, RN WAS PREVIOUSLY REPORTED AS AN OFFICER ON THIS ORGANIZATION'S PRIOR YEAR FEDERAL FORM 990. UPON REVIEW OF HIS RESPECTIVE DUTIES, ROLES AND RESPONSIBILITIES IT WAS DETERMINED THAT THIS INDIVIDUAL DOES NOT SATISFY THE CRITERIA TO BE CONSIDERED A KEY EMPLOYEE UNDER (1) FORM 990 RULES, REGULATIONS AND INSTRUCTIONS; (2) STATE LAW; OR (3) THE ORGANIZATION'S BYLAWS. ACCORDINGLY, MR. Ejimofor HAS NOT BEEN INCLUDED ON THIS YEAR'S FEDERAL FORM 990 AS A KEY EMPLOYEE.”

“This organization is an affiliate within inspira health network; a tax-exempt integrated healthcare delivery system ("system"). Certain board of trustee members and officers listed on core form, part vii and schedule j of this form 990 may hold similar positions with both this organization and other affiliates within the system. The hours shown on this form 990, for board members who receive no compensation for services rendered in a non-board capacity, represent the estimated hours devoted per week for this organization. To the extent these individuals serve as a member of the board of trustees of other related organizations in the system, their respective hours per week per organization are approximately the same as reflected in core form, part vii of this form 990. The hours reflected on core form, part vii of this form 990, for board members who receive compensation for services rendered in a non-board capacity, paid officers and key employees, reflect total hours worked per week on behalf of the system; not solely this organization.”

“Background ========== salem county hospital corporation ("salem medical center") is recognized by the irs as an internal revenue code 501(c)(3) tax-exempt organization. Pursuant to its charitable purposes, salem medical center provides healthcare services to all individuals in a non-discriminatory manner regardless of race, color, creed, sex, national origin or ability to pay. Moreover, salem medical center operates consistently with the following criteria outlined in irs revenue ruling 69-545: 1) provides healthcare services to all individuals regardless of ability to pay, including charity care, self-pay, medicare and medicaid patients; 2) operates an emergency department for all persons; which is open 24 hours a day, 7 days a week, 365 days per year; 3) maintains an open medical staff, with privileges available to all qualified physicians; 4) control of salem medical center rests with its board of trustees which is comprised of independent civic leaders and other prominent members of the community; and 5) surplus funds are used to improve the quality of patient care, expand and renovate facilities and advance medical care, programs and activities. The operations of salem medical center as shown through the factors outlined above and other information contained herein, clearly demonstrate that the use and control of salem medical center is for the benefit of the public and that no part of the income or net earnings of the organization inures to the benefit of any private individual nor is any private interest being served other than incidentally. Salem medical center provides healthcare services to all individuals regardless of ability to pay. Moreover, salem medical center provides healthcare services to patients who meet certain criteria defined by the new jersey department of health and human services without charge or at amounts less than established rates. Salem medical center maintains records to identify and monitor the amount of charity care it provides. These records include the amount of charges foregone for services and supplies furnished under its financial assistance policy. History ======= salem medical center was originally founded as "salem county memorial hospitalbecame one of the first medical centers in southern new jersey. The medical center's founding can be traced back to late 1918, when immediately following the end of world war i, a small group of concerned salem county citizens spearheaded the drive to establish a much-needed hospital for the people of salem county as a memorial "to the soldiers and sailors of salem county who participated in the great war." the original medical staff of the 30-bed hospital was composed of 12 physicians, supported by 4 nurses, an orderly, a cook, and a matron. The medical center remained at its original location for 32 years before moving operations to its current location in neighboring mannington township in september 1951. Approximately 10 years later, construction expanded the hospital to 133 beds and by the early 1970s, the hospital would be expanded again with the addition of operating rooms, radiology, a laboratory, and emergency units. Construction projects continued, adding intensive care, telemetry, and a women's unit. In 2006, the new emergency department opened. Commitment to community ======================= mission: to deliver high quality, compassionate healthcare to greater salem county. Vision: as a not-for-profit hospital, salem medical center will focus on patients first, ensuring that the highest quality of care is always priority number one. We are proud to serve salem county and are committed to working with the community to make the future of healthcare delivery in the region brighter and more sustainable than the past. Salem medical center will keep a focus on making the services that we provide, both hospital based and outpatient programs, reflective of the evolving needs of the population we serve. Today, 100 years later, salem medical cente”

“The expansion of services is part of smc's commitment to meet community needs and there is no more important need today than additional behavioral health resources in the area. The service is crucial for the region and will make a difference for the community of salem and south jersey. The opening of the unit makes an immediate impact on an important need for the community. Through this new service we welcome new patients and their families to our medical center. The 21,000-square-foot, 26-bed voluntary adult unit provides treatment services for individuals with mental health conditions. It provides a safe, secure place where individuals with behavioral health issues can receive treatment to move beyond the immediate crisis. Smc is committed to helping patients with behavioral issues seek treatment and recover, safely integrating back into society. The setting provides a safe, secure place where individuals with behavioral health issues can receive compassionate treatment to move beyond their immediate crisis. The unit features open and communal space to promote interaction and reduce isolation and offers areas for group meetings. Patient-centered behavioral health services will provide comprehensive psychiatric assessment and treatment, one-on-one intervention and psychiatric stabilization and medication management. The opening of the unit was highly anticipated by community leaders such as law enforcement, health enforcement, local government officials, and health/behavioral health professionals. Inpatient psychiatric unit medical director bradford bobrin, dm, fasam, and saida s. Abdul-aziz, dha.c, msn, mba-hcm, rn, fcn lead a fully supported staff including representation from psychiatry, nursing, mental health therapists, rehabilitation diagnose rehabilitation therapists, social work and case management will work to diagnose and treat a wide variety of mental health conditions. These conditions include depression, acute mood and anxiety disorders, post-traumatic stress disorder, and co-occurring psychiatric/substance use disorders. Smc is also partnering with legacy treatment services to provide outpatient behavioral health services. Legacy operates outpatient care to ensure continuity of care for individuals being discharged from the inpatient adult psychiatric unit, as well as an outpatient resource to meet the needs of the community. Restructuring for telemetry/medsurg unit ---------------------------------------- what originally began as a project to contend with the covid-19 pandemic led to a major restructuring for smc's telemetry/medsurg unit. The project required an upgrade to our telemetry system. The departments previously known as 2 north and 3 north were merged into one unit, now known as tele/medsurg. The entire unit was equipped for telemetry. Each patient who needs telemetry monitoring the process of continuously monitoring a person's vital signs and cardiac rhythms remotely wears a telepak. The telepak allows nurses to read the patient's vitals immediately. The nurses can see real-time heart rhythms on the patient's telepak, can admit and discharge patients, and adjust alarm levels right on the device. Since the telepak is portable, the patient is able to move about freely and don't have to call a nurse or wait to be unhooked if they need to get up. The device also allows a patient to be monitored continuously even if they need to travel off the unit for diagnostic tests. The new equipment is another step forward in smc's commitment to providing safe, quality care to patients. Launch of medication assisted treatment programs ------------------------------------------------ in july 2021 salem medical center launched the emergency department addiction pathways program - a medication-assisted treatment program for opioid use disorders. These patients are rarely admitted unless there is a separate underlying medical reason. By implementing this program, smc hopes to reduce opioid use and opioid-related deaths i”

“Amy mansue is involved in the leadership and management of this organization on a full-time basis. She is employed and receives a federal form w-2 from a related organization. Accordingly, her common law employer/employee relationship is with inspira medical centers, inc. (ein: 21-0634484). Inspira medical centers, inc. Filed a 2022 form 4720 which included a remittance of excise tax related to ms. Mansue's compensation in excess of $1m.”

“Other changes in net assets or fund balance include: - salem health and wellness foundation loan forgiveness - $23,000,000; and - goodwill attributable to acquisition - $1,473,088.”

“The organization is an affiliate within inspira health network; a tax-exempt integrated healthcare delivery system ("system"). The system's tax-exempt parent entity is inspira health network, inc. ("network"). An independent cpa firm audited the consolidated financial statements of the network and all entities within the system for the years ended december 31, 2022 and december 31, 2021; respectively. The audited consolidated financial statements contain consolidating schedules on an entity by entity basis. The independent cpa firm issued an unmodified opinion with respect to the audited consolidated financial statements each year. The network's audit committee has assumed responsibility for the oversight of the audit of the consolidated financial statements, which includes this organization, and the selection of an independent auditor.”

“The organization is an affiliate within inspira health network; a tax-exempt integrated healthcare delivery system ("system"). The system engaged an independent accounting firm to prepare and issue a system wide consolidated audit as set forth in the uniform guidance, 2 c.f.r., part 200, subpart f. The system engaged an independent accounting firm to prepare and issue the uniform guidance.”

“Description:purchased services total fees:3697718”

“Description:physician fees total fees:3642768”

“Description:revenue cycle services total fees:3447967”

“Description:contracted labor total fees:1171086”

“Description:outside lab services total fees:706240”

“Description:consulting total fees:43265”