Bifurcated System Resource Risk Retention

“This organization is an affiliate within the Capital Health System, Inc. and affiliates; a tax-exempt integrated healthcare delivery system ("system"). Capital Healthcare, Inc. is the tax-exempt parent entity of the system. Although this federal form 990 shows a minority of independent members of the organization's governing body under the internal revenue code definition, this organization acts in a charitable tax-exempt manner for purposes of internal revenue code section 501(c)(3) and whose sole member is Capital Health System, Inc. ("CHS"); an internal revenue code section 501(c)(3) tax-exempt organization. Capital Healthcare, Inc.; the tax-exempt parent of the system, has a board of trustees; the majority of which are independent. The Capital Healthcare, Inc.'s Board has the overarching duty and responsibility for governing all affiliates within the system to ensure that they are operating in accordance with and supporting the system's charitable mission in providing medically necessary healthcare services to all individuals in a non-discriminatory manner regardless of race, color, creed, sex, national origin or ability to pay.”

“Virginia adrihan, vice president-director, is employed by marsh management services, inc., the firm that provides captive management services to bifurcated system resource risk retention group, inc. A portion of their compensation may be allocable to work performed for the bifurcated system resource risk retention group, inc.”

“Capital health system, inc. Has the controlling membership interest in the bifurcated system resource risk retention group, inc. Capital health system, inc. And capital healthcare, inc. Are members of the bifurcated system resource risk retention group, inc. Capital health system, inc. Exempt affiliates can be issued regular membership interests. Capital health system, inc., as the controlling member, has the sole right and authority to appoint the members of the board of directors. Bifurcated system resource risk retention group, inc.'s board of directors reports to capital health system, inc., the controlling member. Certain decisions of the bifurcated system resource risk retention group, inc. Are subject to the approval of capital health system, inc.”

“The organization is an affiliate within capital health system and affiliates ("system"); a tax-exempt integrated healthcare delivery system which includes capital health system, inc. Capital healthcare, inc. Is the tax-exempt parent entity of the system. This organization's federal form 990 was provided to each voting member of its governing body (its board of directors) prior to filing with the internal revenue service ("irs"). In addition, the capital health system, inc. Compensation committee performed a detailed review of the federal form 990 prior to providing it to each voting member of this organization's board of directors. The organization's board of directors has delegated to the capital health system, inc. Compensation committee the responsibility to oversee and coordinate the federal form 990 preparation, review and filing process for the tax-exempt affiliates of the system. 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 system's chief financial officer, chief compliance officer and various other individuals of the system ("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. In addition, the organization's external independent compensation consulting firm reviewed the draft federal form 990, part vii and schedule j. 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 prior to providing it to the members of the capital health system, inc. Compensation committee and to each voting member of this organization's governing body prior to filing with the irs.”

“The organization is an affiliate within capital health system and affiliates ("system"); a tax-exempt integrated healthcare delivery system. Capital healthcare, inc. Is the tax-exempt parent entity of the system. The organization and the system regularly monitor and enforce compliance with its conflict of interest policy. Annually all members of the board of directors, officers and senior management personnel are required to review the existing conflict of interest policy and complete a questionnaire. The completed questionnaires are returned to the organization and both the system's senior vice president/chief legal officer and chief compliance officer for review. Thereafter the chief compliance officer prepares a summary of the completed questionnaires which contains information disclosed on an individual by individual basis. The system's chief compliance officer then presents this summary to the system's full board of directors for its review and discussion. This summary is updated by the chief compliance officer on a quarterly basis.”

“The organization is an affiliate within capital health system and affiliates ("system"); a tax-exempt integrated healthcare delivery system which includes capital health system, inc. ("chs"). This filing organization itself has no paid senior management personnel receiving compensation directly from this organization. Rather, key senior management personnel, including the president/chief executive officer, are employed by chs; the tax-exempt hospital within the healthcare system. However, the compensation and benefits of these individuals are shown on this tax return because they are also either officers and/or board members of this organization. Accordingly, the hospital's board of directors 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 all of the organization's senior management and others, including the chief executive officer, chief financial officer and other officers of the organization, physicians, and any other disqualified persons. It also reviews and approves employment agreements for the covered employees and disqualified persons. The committee reviews the "total compensation" of the individuals 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 each such individual is reasonable. The actions taken by the committee are intended for the organization to qualify for the rebuttable presumption of reasonableness for purposes of internal revenue code section 4958 with respect to the total compensation of the senior management team. Rebuttal presumption requirements have guided the activities of the committee in all of its reviews, deliberations and approval of executive compensation actions for all of the covered employees and disqualified persons. 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 directors each of whom is independent and are free from any conflicts of interest. The committee relied upon comparability market data provided by its independent compensation consultant from comparable healthcare and hospital peers based on tax-exempt status, revenue, location, services, and other factors to ensure the executives' compensation is representative of the executive talent market and compared to what is "ordinarily paid for like services by like enterprises under like circumstances" as referenced under irs regulations. Contemporaneous minutes are compiled and approved for all committee deliberations. These are supported by the written documentation of all peer and market compensation studies, as well as detailed performance justification used as the basis for awards under the organization's incentive programs. Recognizing the need to consider retirement planning for its senior management as a means to aid in their retention, the committee maintains a form of long-term non-qualified deferred compensation (referred to as the "performance-based capital accumulation plan", or "pbcap"), which is part of the capital health system non-qualified 457(f) deferred compensation plan. Pbcap provides the organization with an additional tool to assist in the recruitment and re”

“The organization does not make its governing documents, conflict of interest policy, and financial statements available to the public.”

“The organization does not compensate its board members for their services performed as a director. All directors are volunteers. Compensation and benefits, where applicable for certain members, is related to the board member's services performed as a full-time employee or independent contractor of capital health system, inc.; a related internal revenue code section 501(c)(3) tax-exempt organization.”

“This organization is an affiliate within capital health system and affiliates; a tax-exempt integrated healthcare delivery system ("system"). The system includes both for-profit and not for-profit organizations. Certain board of director members, officers and/or directors 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 directors 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 capital health system and affiliates; not solely this organization.”

“Shane f. Fleming, cpa is listed as an officer on this form 990. This is his sole role with the organization. He provides no services to or for the organization and is not involved in the management or day to day activities of this organization. Mr. Fleming is employed by a related organization and works full time in this capacity for capital health system, inc. Accordingly his common law employer/employee relationship is with capital health system, inc. (ein: 22-3548695). Capital health system, inc. Filed a 2024 form 4720 which included a remittance of excise tax related to mr. Fleming's compensation in excess of $1m. Stephen a. Miller, jd is listed as an officer on this form 990. This is his sole role with the organization. He provides no services to or for the organization and is not involved in the management or day to day activities of this organization. Mr. Miller is employed by a related organization and works full time in this capacity for capital health system, inc. Capital health system, inc. Did not file a 2024 federal form 4720 for any remittance of excise tax related to mr. Miller's compensation in excess of $1m because mr. Miller was not a covered employee of capital health system, inc. And thus exempt from excise tax as provided for under internal revenue code section 4960.”

“The organization is an affiliate within capital health system and affiliates; a tax-exempt integrated healthcare delivery system ("system") which includes capital health system, inc. The system's tax-exempt parent entity is capital healthcare, inc. An independent cpa firm audited the consolidated financial statements of capital health system, inc. And all affiliates for the years ended december 31, 2024 and december 31, 2023; respectively and issued a consolidated financial statement with consolidating schedules by entity. An unmodified opinion was issued each year by the independent cpa firm. Capital health system's audit committee assumes responsibility for oversight of the audit of its consolidated financial statements and the selection of an independent auditor. In addition, an independent cpa firm audited the financial statements of bifurcated system resource risk retention group, inc. For the years ended december 31, 2024 and december 31, 2023; respectively. The independent cpa firm issued an unmodified opinion with respect to the audited financial statements. The bifurcated system resource risk retention group, inc.'s board of directors has assumed responsibility for the oversight of the audit of the financial statements, and the selection of an independent auditor.”