Emanate Health Medical Care Foundation

“The filing organization does not directly compensate its officers; rather compensation is paid by a related organization, emanate health. Executive pay at emanate health follows market-based pay practices for healthcare organizations of similar size and type in the southern california area. Salary ranges for executives working at emanate health facilities fall within the middle of the market, just as they do for all employees of our organization. Every position in the organization has a salary range attached to it that represents what others doing a similar job in other organizations are likely to be paid. The long-standing pay philosophy for emanate health has been to position our salary ranges in the middle of our local labor market; we don't want to lag the local market, nor do we want to lead the market, since that is not a strategy we can afford to sustain over time. We rely on market studies to determine where our pay practices are relative to other hospitals in southern california. For executive pay, we use the nationally-recognized and respected firm, hewitt associates llc, an aon hewitt company (aon), to analyze our executive pay program and determine where it falls in our market. This study is performed every other year. The most recent executive compensation data is dated april 23, 2024. As part of their executive compensation review, aon also issues an opinion letter regarding the reasonableness of the pay program for a not-for-profit organization like ours that is subject to the requirements of section 4958 of the internal revenue code and united states treasury department regulations. In their april 23, 2024, opinion letter, aon wrote, "this letter is to indicate that we have reviewed the current compensation levels, structure, and administration of the executive compensation program at emanate health. The following review is based upon our comprehensive report entitled: emanate executive compensation assessment. This report was presented to the compensation committee on april 23, 2024 and discussed in detail. Based upon this review, we find them in substantial compliance with all current rules, regulations, and guidelines governing executive compensation in not-for-profit (501.c) corporations. Further, the levels of compensation awarded to the various executives, both in terms of opportunity and actual amounts, are consistent and reasonable with prevailing market trends and practices. Lastly, the governing practices of the compensation committee are consistent with sarbanes-oxley guidelines and section 4958 (intermediate sanctions) guidelines for independence." the executive positions that are included in emanate health's executive compensation review include the president/ceo, chief medical officer, chief financial officer, chief nurse & clinical executive (fph/ich), chief nurse & clinical executive (qvh), and chief people officer. Emanate health executive compensation philosophy is designed to assist emanate health in attracting and retaining the caliber of executives required to enable emanate health to fulfill its mission of providing high quality healthcare for all persons regardless of their ability to pay for services, improving the quality of life in the communities emanate health serves, promoting patient and employee satisfaction, and ensuring financial stability. A substantial portion of executive compensation is performance based and is linked to organizational goals approved in advance by the human resources and compensation committee. These goals include attainment of annual and long-term financial performance, certain healthcare quality standards, and emanate health's commitment to serving the poor and disenfranchised in the communities it serves. Total compensation, which includes base salary, annual and long-term incentive compensation, is established to approximate the prevailing market conditions for executives of companies of similar size and revenue.”

“The Executive Committee shall have power to transact all business of this corporation, subject to any prior limitations imposed by law or by the Board All decisions and actions taken by the Executive Committee are subject to ratification by the full Board at the next regularly scheduled Board meeting, provided, however, that the Executive Committee has the authority to make final decisions with respect to the following items or circumstances without ratification by the full Board: (i) an ethical or legal breach by a Board member or senior executive; (ii) an acquisition of a physician practice that does not involve a merger or consolidation of the corporation and that the Executive Committee determines not to be of sufficient importance to the overall strategy of the corporation to require ratification by the full Board; (iii) related to a cyber security event; or (iv) such matters as are delegated by the Board of Directors to the Executive Committee for final action or decision.”

“The sole member of this organization is emanate health, a california nonprofit public benefit corporation.”

“The sole member of this organization is emanate health. The member, through the board of directors, has the right to elect or appoint one or more members of the organization's governing body.”

“Decisions of the governing body are subject to the approval of the organization's sole member, emanate health.”

“Staff accountants, director of finance and vice president of corporate finance review form 990 for accuracy and completeness upon receiving it from the cpa tax preparer. Form 990 is forwarded to the chief financial officer for the final review. The tax preparer presents form 990 to the audit and compliance committee for approval. The board delegated review and approval to the audit and compliance committee.”

“All board members, key employees, and management are covered by the conflict of interest policy. Determinations of conflict and review of conflict are performed at the various levels of the organization. Appropriate action depending on the conflict is taken by management, key employees, and the board. Disclosure forms are required annually by each member of the board of directors, key employees, and management.”

“Upon request, an audit report is available as required. No other documents are available to the public.”