Yuma Regional Medical Center

“The board of yuma regional medical center (yrmc) has adopted a competitive pay strategy in order to attract and retain qualified executives to lead our organization and to fairly compensate executives for advancing the mission of yrmc. The policy is also intended to establish a formal, consistent process for governing executive compensation decisions. This process is meant to establish a rebuttable presumption of reasonableness under irc section 4958. In determining compensation of the president/ceo and other executives considered disqualified individuals, an outside consultant is engaged periodically to provide market comparability data, and contemporaneous substantiation of the deliberation and decision making, for setting up total compensation packages, including an incentive pay program known as "pay-at-risk executive retirement programs. Our total compensation philosophy is comprised of the following elements: role of the compensation committee: the board's compensation committee, after reviewing the material provided by the consultant, sets the compensation for the president/ceo as well as the compensation policy and strategy for other executives to be implemented by the president/ceo. The compensation committee presents its recommendations to the full board for endorsement. Peer group: a national peer group of health care organizations comparable to yrmc in revenue, structure, mission, and scope of operations is used in collecting comparability data. Competitive positioning: -salary range midpoints are set at the 60th percentile of the peer group and individual salaries are positioned within the salary ranges based on factors such as qualifications, experience, and performance as well as recruitment and retention need. -annual incentive: the "pay-at-risk" opportunity for the president/ceo, senior vice presidents, vice presidents, and directors is positioned on par with the average levels provided to individuals occupying comparable positions in the peer groups. -benefit expenditures are positioned above the 75th percentile and designed to encourage retention and stability of the executive team. -our total compensation, including cash compensation and benefits, will be positioned at approximately the 75th percentile for expected performance. Total compensation above the 75th percentile may be achieved for exceptional or superior performance. Appropriate perquisites will be provided based on position level and a moderate severance policy is also provided based on position level. "pay-at-risk" incentive program: yrmc's annual incentive plan is based on yrmc's strategy as outlined by the board of directors and uses a combination of organizational and individual performance measures contained in the organizational balanced scorecard and leadership scorecards flowing from it. Triggers are established to define certain minimum performance levels that must be met before incentive awards may be paid, including a net operating margin threshold of 80% of budget and maintenance of accreditation.”

“The governing documents of the Organization were amended to make Southwest Health (the "Member") the sole member of the Organization. In addition, the governing documents were amended to provide the Member with the right to elect and to remove the officers and directors of the Corporation and to delegate various reserved powers to the Member. These reserved powers include, among others, (a) the establishment of operating and capital budgets and incurring of expense and obligations not contemplated by such budgets, (b) the incurring of debt outside the ordinary course of business, (c) the initiation of capital projects not contemplated by any approved operating or capital budgets and (d) the amendment of the articles of incorporation or bylaws of the Organization. The Member also has the right to approve any mergers, consolidations, the sale, lease, exchange or disposition of all, or substantially all of the property and assets, voluntary dissolution or distribution of the assets of the Organization. The bylaws of the Organization were amended to provide that the Member may act by action of its board of directors or by appointment of two of its officers. The bylaws of the Organization were amended to increase the range of the number of directors, to change director terms to two years, and to clarify the authority of the board of directors, particularly as it relates to those duties and responsibilities relating to the operation of a hospital. Those provisions relating to the conduct of board meetings were updated, as well as those provisions relating to conflicts of interest. The bylaws of the Organization were amended to update the duties and responsibilities of the officers, as well as the committees of the board, including additional detail for the responsibilities of the quality and service committee, a standing committee under the bylaws. Those provisions relating the medical staff were updated. The bylaws of the Organization were amended to provide that in the event of the dissolution of the Organization all remaining assets of the Organization are to be distributed to the Member, if in existence and exempt from tax.”

“THE SOLE MEMBER OF THE ORGANIZATION IS SOUTHWEST HEALTH. The Member is the sole member of the Organization. As the sole member, the Member has the right to elect and remove the members of the board of directors of the Organization. The Member has the right to approve those significant decisions of the Organization set forth and described in Question 4. Upon the dissolution of the Organization, the Member shall receive the remaining assets of the Organization provided that it is in existence and exempt from federal income tax.”

“The Member has the right to elect and to remove the members of the board of directors of the Organization.”

“The Member has the right to approve those governance decisions set forth and described in Question 4.”

“Prior to filing the form 990, the return is uploaded to the board portal and board members are encouraged to review it prior to the board meeting. Management also reviews the form 990 prior to filing. At the board meeting, the board approves the form 990 for filing.”

“The conflict of interest policy covers members of the yuma regional medical center (yrmc) board, including any ex- officio member, who by virtue of their position, may influence decisions affecting yrmc. Yrmc requires the disclosure of potential conflicts of interest so that appropriate action may be taken to ensure that such conflicts will not inappropriately influence important decisions. The disclosures are reviewed by general counsel. In the event of a potential conflict, the board member must disclose to the board the existence of any such interest and be given the opportunity to disclose all material facts. The board may request additional information from all reasonable sources and shall involve the general counsel in its deliberations. Once all necessary information has been obtained, the board shall make a finding as to whether a conflict of interest indeed exists. The board determines by a majority vote in executive session without the subject member as to whether the disclosed interest may result in a conflict of interest. If the board determines that subject board member has a conflict of interest, subject board member will be disqualified from voting on the decision under consideration.”

“An independent third party compensation vendor conducts an external market review annually. This review includes data points from benchmarked roles in organizations nationally with similar demographics (size/budget etc) to Yuma Regional Medical Center. This review is delivered to the Board's Compensation Committee who reviews the findings and approves changes to base compensation in alignment with the external market. This process is completed annually with the last review taking place in 2024.”

“An independent third party compensation vendor conducts an external market review for all Director and above leadership positions every other year. This review includes data points from benchmarked roles in organizations nationally with similar demographics (size/budget etc) to Yuma Regional Medical Center. The review also includes adjustment recommendations to better align positions relative to the external market. The Human Resources department receives the results of this analysis and recommends applicable changes to ensure market competitiveness for all applicable roles. Senior Vice President (SVP) roles are aligned to the 75-80th percentile. Other leadership positions (VP/Administrative Directors/Directors) are aligned to the 50th percentile. These recommendations are reviewed and approved by the Executive Leadership Team (ELT) prior to implementation. This process was last completed in 2024.”

“Yrmc's governing documents, including bylaws and articles of incorporation, and conflict of interest policy are available to the general public upon request. Yrmc's financial statements are posted on the emma website.”

“OTHER PROGRAM REVENUE - Total Revenue: 715512, Related or Exempt Function Revenue: 715512, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ;”

“OTHER REVENUE - Total Revenue: 14880, Related or Exempt Function Revenue: , Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: 14880;”

“PHYSICIAN FEES - Total Expense: 72822864, Program Service Expense: 72822864, Management and General Expenses: , Fundraising Expenses: ; CONTRACT LABOR - Total Expense: 41295186, Program Service Expense: 29400934, Management and General Expenses: 11894252, Fundraising Expenses: ; CONSTRUCTION AND EQUIPMENT SERVICES - Total Expense: 13667272, Program Service Expense: 9730688, Management and General Expenses: 3936584, Fundraising Expenses: ; LABORATORY SERVICES - Total Expense: 7663125, Program Service Expense: 7663125, Management and General Expenses: , Fundraising Expenses: ; OTHER PURCHASED SERVICES - Total Expense: 6180529, Program Service Expense: 4400351, Management and General Expenses: 1780178, Fundraising Expenses: ; THERAPIST FEES - Total Expense: 4110928, Program Service Expense: 4110928, Management and General Expenses: , Fundraising Expenses: ; RECRUITMENT SERVICES - Total Expense: 1821771, Program Service Expense: 1297046, Management and General Expenses: 524725, Fundraising Expenses: ; MEDICAL DIRECTOR FEES - Total Expense: 1027944, Program Service Expense: 1027944, Management and General Expenses: , Fundraising Expenses: ; CONSULTANT FEES - Total Expense: 12106015, Program Service Expense: , Management and General Expenses: 12106015, Fundraising Expenses: ;”

“Change in fair value of interest rate swaps - -52361; decrease in pension liability - 4973898; other changes in net assets - 9900; change in interest in foundation - 2317054; reversal of liability accruals - 8200000; transfer of membership interest - 1671310;”