Sutter Bay Medical Foundation

“2024 Bylaw Amendments: Previous: The officers of the Corporation shall be a Chair, a Chair of the Finance and Planning Committee, a President of the Corporation, a Chief Financial Officer of the Corporation, a Corporate Secretary and any Assistant Secretary(ies). New: The officers of the Corporation shall be a Chair, a President of the Corporation, a Chief Financial Officer of the Corporation, a Corporate Secretary and any Assistant Secretary(ies). The bylaws of Sutter Bay Medical Foundation, Inc. have been amended to update the composition of officer positions on the board. The chair of the finance and planning committee position has been eliminated and its responsibilities absorbed by the board.”

“Classes of persons and the nature of their rights: this corporation is an affiliate of sutter health, a california nonprofit public benefit corporation. Sutter health is the sole member with the right to elect at least a majority of the members of the board of directors.”

“Classes of persons, decisions requiring approval & type of voting rights: sutter health as the sole member of the organization is entitled to exercise fully all rights and privileges of members of nonprofit corporations under the california nonprofit public benefit corporation law, and all other applicable laws. The member has the rights and powers to appoint (and remove) members of the corporation's board of directors, subject to the provisions of the bylaws. In addition, the member has the right to approve the following actions of the corporation's board of directors: (a) merger, consolidation, reorganization or dissolution of the corporation or any affiliated entity; (b) amendment or restatement of the articles of incorporation or the bylaws of the corporation or any affiliated entity; (c) adoption of operating budgets of the corporation or any affiliated entity, including consolidated or combined budgets of the corporation and all subsidiary organizations of the corporation; (d) adoption of capital budgets of the corporation or any affiliated entity; (e) aggregate operating or capital expenditures that either exceed previously approved operating or capital budgets, or are unbudgeted, if the amount in excess or the unbudgeted expenditure is higher than the signature authority of the president and ceo of the general member; (f) long-term or material agreements of the corporation or any affiliated entity including, but not limited to, borrowings, equity financings, capitalized leases and installment contracts; and purchase, sale, lease, disposition, hypothecation, exchange, gift, pledge, or encumbrance of any asset, real or personal, with a fair market value in excess of the signature authority of the president and ceo of the general member; (g) appointment of an independent auditor by the corporation or any affiliated entity; (h) the hiring of independent counsel by the corporation or any affiliated entity, unless at least two-thirds (2/3) of the board in office on the day of a vote determine that a material conflict of interest exists between the corporation and the general member and, therefore, the board must engage independent counsel to assist in exercising the board's fiduciary duties. To preserve the independence of counsel retained pursuant to this provision, the general member shall not claim that any communication between such independent counsel and any person acting on behalf of the corporation, even if that person is also exercising the board's fiduciary duties. To preserve the independence of counsel retained pursuant to this provision, the general member shall not claim that any communication between such independent counsel and any person acting on behalf of the corporation, even if that person is also an employee, officer or agent of the general member, constitutes a waiver of the attorney-client privilege or work-product protection; (i) the creation or acquisition of any subsidiary or affiliate as that term is defined in california corporations code section 150; (j) contracting with any third party for all or substantially all of the management of the assets or operations of the corporation or any affiliated entity; (k) approval of business plans to develop major programs and clinical services of the corporation or any affiliated entity. Major new programs and clinical services shall include, but not be limited to: (i) any new programs or services that require approval and/or additional licensure from any regulatory agency, or (ii) any other programs or services the general member deems major; (l) approval of strategic plans of the corporation or any affiliated entity; (m) adoption of quality improvement policies not in conformity with policies established by the general member; (n) any self-dealing transaction between a director of the corporation and the corporation or a subsidiary of the corporation; or (o) rehiring, contracting with, or otherwise compensating a sutter health executive, or any officer or”

“Process used by management &/or governing body to review form 990: sutter health has a centralized tax department responsible for the preparation of the form 990. Annually the tax department provides training and education to affiliate personnel who assist the tax department in collecting and reviewing data to be reported on the form 990. The preparation material is reviewed by various departments including tax, finance, legal, and human resources. A national accounting firm prepares and/or reviews the return. A completed return is then reviewed by the tax department, the affiliate, and the cfo before the return is filed.”

“Process to monitor transactions for conflicts of interest: employees are educated on the conflict of interest policy and the need to make disclosure as part of annual compliance education. In addition, annually a disclosure statement is completed by all directors, officers and key employees. On this statement the individual will list a wide range of information which includes business relationships, employment relationships, property interests, and those of related parties. If there is a potential conflict of interest related to a particular transaction, the interested individual must disclose the existence and nature of the relationship. The board chair may appoint a disinterested person or committee to investigate the conflict. The board may consult with the legal and risk services department as necessary. Until the potential conflict is resolved, the board chair (or committee chair as applicable) may request the individual to not participate during related presentations and discussions. In all circumstances involving an actual conflict, the interested individual shall leave the room prior to the board's final discussion and vote.”

“Process for determining compensation: the compensation committee of the sutter health board of directors retains ultimate discretionary authority over all elements of compensation to assure that organizational purposes are appropriately being served. The compensation committee uses credible independent data sources and maintains an objective "arms length" decision-making process, ensuring the integrity of sutter's executive programs and consistency with the organization's overall mission. To ensure external competitiveness, national compensation data comparisons are reviewed. Competitive analysis includes: (a) base salary, (b) total cash (base salary + annual incentive), (c) total direct cash (base salary + annual incentive + long term incentive) and (d) total remuneration (base salary + annual incentive + benefits and long term incentive). This analysis includes national comparisons for organizations similar in size, scope and complexity as sutter health, adjusted to the california market. This method is most appropriate since it is a national marketplace in which sutter competes for executive talent. Officers and key employees of this organization undergo an annual review by the compensation committee or a delegated sub-committee. Approval is recorded in the minutes. The 2024 executive compensation approval was completed in april 2024.”

“Availability of governing documents, coi policy & financial statements: the sutter health system posts its current and past audited financial statements at sutterhealth.org. Other documents are also located at this website including the annual report, mission statement, history, and links to affiliate websites. The governing documents and conflict of interest policy are not available to the public at this time.”

“Compensation of board members: the following board members of the organization are full-time employees (40 hours per week) of sutter health or sutter bay hospitals and their sutter salaries are reported herein. These individuals receive no compensation for their service as board members of this organization. - mark sevco - todd smith, md - jill kacher cobb, md common law employees: individuals listed as officers and key employees of the organization that are paid fulltime by a related organization are common law employees of sutter health, a separate legal entity. It is the intention of sutter health and the filing organization to make information accessible and transparent, reporting those sutter health employees who have officer and key employee responsibilities to the filing organization.”

“Mission statement: mission: caring for our patients first and our people always. Vision: to be the most comprehensive, integrated and connected health system for getting and staying well. Values: excellence - we deliver high-quality, equitable care and take on the toughest challenges. Curiosity - we are constantly learning and creating new ways to advance healthcare. Teamwork - we collaborate with humility and solve for one sutter. Compassion - we show empathy and understanding in every personal interaction. Inclusion - we respect our differences and similarities and cultivate a sense of belonging. Integrity - we earn trust by doing the right thing and delivering on our commitments.”

“Sutter Bay Medical Foundation Sutter Bay Medical Foundation (SBMF) is a not-for-profit health care organization that is a pioneer in both multispecialty group practice of medicine and outpatient medicine. Serving communities throughout Northern California, Sutter Health is a regional leader in primary care and specialty care and is a pioneer in advanced patient safety technology. In 1993, Palo Alto Medical Foundation (PAMF) affiliated with Sutter Health, a family of not-for-profit hospitals and physician organizations that share resources and expertise to advance health care quality. In 2016, Sutter began the process of merging Bay Area medical foundations to form SBMF. In August 2017, Sutter West Bay Medical Foundation (SWBMF) and Sutter East Bay Medical Foundation (SEBMF) merged into SBMF. In 2008, the physicians of the former Camino Medical Group, Palo Alto Medical Clinic and Santa Cruz Medical Clinic merged into a single physician group called the Palo Alto Foundation Medical Group (PAFMG) to contract with PAMF to provide physician services and in 2010, a new multispecialty physician group, Peninsula Medical Clinic (PMC), was formed. In 2017 PMC merged into PAFMG, creating a single physician group. In addition, in 2017 as part of the merger of SWBMF and SEBMF into SBMF, East Bay Physicians Medical Group (EBPMG), Sutter Medical Group of the Redwoods, Inc., Physician Foundation Medical Associates, Inc. and Marin Headlands Medical Group, Inc. contracted with SBMF to provide physician services. In 2024, SBMF's 1,831 affiliated physicians and 8,037 employees served 1,264,019 patients through 9,938,298 patient visits, outpatient surgeries, and urgent care visits. SBMF's mission is to enhance the well-being of the people in our communities through compassion, excellence and innovation in health care services, research and education. SBMF has three divisions: 1. Health Care 2. Education 3. Research Health Care Division SBMF's Health Care Division consists of five service areas: 1. Peninsula Area, serving San Mateo, Santa Clara counties 2. South Bay Area, serving Santa Clara County 3. Santa Cruz Area, serving Santa Cruz County 4. East Bay Area, serving Alameda and Contra Costa counties 5. Sonoma and San Francisco Area, serving Sonoma, Marin and San Francisco counties These service areas offer more than 45 medical specialties, a full range of medical services, and state-of-the-art technology. This technology includes the most advanced diagnostic imaging and treatment devices, an electronic health record system, three licensed acute-care facilities, and one accredited home health agency. SBMF's advanced capabilities and emphasis on outpatient care allow physicians and staff to minimize hospitalization of patients, reducing the overall cost of medical care significantly while maintaining the highest quality of care for patients. SBMF continues to expand and integrate services through efforts such as transplant and advanced organ therapies outreach clinics to provide care at all phases of the kidney, liver, and pancreas transplant process for patients across Northern California and Nevada. The teams coordinate care in local communities while the transplant event takes place at Sutter Health's California Pacific Medical Center in San Francisco. As part of its commitment to serving its community, SBMF provides care to medically indigent patients and those enrolled in Medicare, Medi-Cal, and other government programs whose reimbursements fall short of covering the cost of providing care. There are 198 clinics across SBMF's service areas to further its commitment to serving its community, 21 within Peninsula, 24 within South Bay, 18 within Santa Cruz, 17 within East Bay and 105 within Sonoma and San Francisco. Recent Achievements 1. PAMF honored as a Top Ten Percent organization in Clinical Quality by Integrated Health Association Align Measure Perform program (IHA AMP) for our 2023 (most recent) measurement year performance. 2. PAMF honor”

“Education Division The Health Education Division provides health education through health promotion classes, support, resources and health information at our in-person or virtual health resource centers. Our programs focus on wellness, healthy lifestyle changes, prenatal/postpartum care, and disease management and are available to all patients and community members. We offer need-based scholarships for education classes when cost is a barrier. Notable achievements in 2024 include: . The Health Education Department provided over 40 unique health focused group classes virtually and in-person. These classes covered topics related to behavior change, disease management, prenatal & postpartum care and stress management. Through strategic marketing efforts in 2024 we increased our outreach by over 1,000 touchpoints meaning more patients and community members received valuable health education resources. We provided more than 12,000 touchpoints to participants in our no-cost group education classes and more than 3,750 touchpoints to participants in our fee-based group education classes in 2024. . With the goal of integrating Health Education Services (both group and individual offerings) to patients and their families across the Greater Silicon Valley division, a robust and successful information campaign was launched in 2024. The Health Education Resource Centers (HERCs) offered many services on an individual level to both patients, staff and community members. We provided more than 37,000 touchpoints to patrons across Greater Silicon Valley in 2024 both in-person and virtually. Our staff attended over 100 internal meetings to promote our services to over 700 staff and providers. We also established 4 new Referral Pathways with clinical departments. All these efforts resulted in a 25% increase in total initial touchpoints compared to 2023, and 80 new providers utilizing our EPIC referral service to connect patients to us. . In 2024, Health Education formed the Equity Ad Hoc (EAH) group to strengthen efforts in providing equitable care. We began by learning what it takes to support diverse populations with health education, reviewed and revised all current class content to both reflect and support our diverse student populations. Additionally, we connected with several Sutter Health entities focused on similar work, such as Sutter's Institute for Advancing Health Equity, Cultural Competency Committee and Sutter Health providers that work with specific populations. EAH team members gathered resources and then accelerated our work by developing and following a strategy to create and offer classes in languages other than English in 2025. . In 2024, the medical librarian filled 1,082 requests for the Greater Silicon Valley and East Bay divisions. 62% were for patient care and 22% for educational purposes. The librarians also delivered 3,310 articles and book chapters which saved approximately 1,040 clinician hours. In addition, 153 reference and instruction sessions were provided via Zoom or MS Teams chat. To support CME regulations for cultural and linguistic competency, 7 librarian-curated bibliographies were provided. Community Benefit In 2024, SBMF provided over $83 million in services for the poor and underserved and nearly $7 million in community benefits for the broader community. In addition, each year PAMF physicians and staff donate hundreds of hours to community service. SBMF provided support to community organizations, prioritizing the 2022 Community Health Needs Assessment's (CHNA) top needs, which included access to care and delivery, behavioral health, and economic security. SBMF's community benefit efforts included a myriad of programs and benefits for the poor and underserved as well as the broader community, including but not limited to: . Monetary support to FQHCs and Community Clinics in Alameda, Santa Clara, San Mateo and Santa Cruz Counties for Access to Care and Behavioral Health initiatives, including the Axis Bri”

“Equity transfers (net) $ 131,515,582 k-1 activity $ (5,215,142) partnership income on books $ 15,718,550 annuity true-up $ 56,636 change in split interest $ 137,792 donated long live assets $ 46,145,032 ------------------ total $ 188,358,450”

“Description:medical group comp total fees:1541800740”

“Description:prof fees - physician total fees:7572168”

“Description:therapists/other medical total fees:16473963”

“Description:non-physician medical total fees:946164”

“Description:nurse registry fees total fees:2944318”