Palo Alto Medical Foundation

“David quincy, key employee, and jane varner, board member, have a family relationship.”

“In 2021, sutter bay medical foundation updated its bylaws to change the number of board of directors. The former bylaws noted between seventeen (17) to twenty-five (25) board members. The amended bylaws state there can be between nine (9) and nineteen (19) board members.”

“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 ther 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 office of the general counsel 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 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. In order 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 comparable organizations for the most senior executive positions, national comparisons for organizations similar in size, scope and complexity as sutter health are most appropriate since it is a national marketplace in which sutter competes for executive talent. On the other hand, because california's underlying compensation structure is higher than national data (especially in the bay area), regional pay adjustments may be made. Officers and key employees of this organization undergo a review and compensation committee approval annually, and such approval is recorded in the minutes. The 2021 executive compensation approval was completed in february 2021.”

“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 and their sutter health salaries are reported herein. These individuals receive no compensation for their service as board members of this organization. - james conforti - sarah krevans 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: we enhance the well-being of people in the communities we serve through a not-for-profit commitment to compassion and excellence in healthcare services.”

“PROGRAM SERVICE ACCOMPLISHMENTS: 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 cardiac care as well as care of women and children, 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 SBMF 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 2021, SBMF's 1,647 affiliated physicians and 6,854 employees served 1,281,142 patients through 8,741,674 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. 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 a total of 198 clinic 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. SBMF achieved Exceptional Performer (top rating) in CMS Quality Payment Program (MIPS) based on our 2020 performance 2. Palo Alto Foundation Medical Group received 5-star rating for its overall 2020 care of Medicare Advantage (MA) patients, as publicly reported on the Integrated Healthcare Association's (IHA) website program. 3. Palo Alto Foundation Medical Group received Most Improved Recognition for its overall 2020 care of Medicare Advantage (MA) patients, as publicly reported on the Integrated Healthcare Association's (IHA) website program. 4. PAMF honored as a Top Ten Percent organizati”

“Education Division SBMF's Education Division provides health education through health promotion classes, health resource centers, community lectures, support groups and community outreach. Our programs focus on wellness, 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. SBMF is committed to being an active member of the communities it serves, and supports various community programs and services such as projects and educational activities with local school districts, and partnerships with community organizations. SBMF's physicians and staff members also donate hundreds of hours to community service. Notable achievements from the past year include: . Services and programs previously offered in-person continued to be offered to patients and community members virtually in 2021. We have continued to add new virtual offerings, especially in the areas of Mindfulness and Stress Reduction. These classes are extremely popular with our patients and community members. Equally popular are the no-cost virtual fitness classes that we offer in partnership with Agile Physical therapy. We reached more than twelve thousand patrons with our group education services in 2021. . The Community Health Resource Centers (CHRCs) offer many services on an individual level to both patients and community members. We served more than seven thousand patrons in 2021 both in-person and virtually. We continue to work on making sure that all patrons can access our services whether in-person or virtually. . Due to COVID-19, in-person 5-2-1-0 programming, our school-based youth nutrition program, continued to be paused during 2021. During this time, we continued to deploy our virtual nutrition program via video lessons we developed in 2020. . The Sutter Bay and Valley Medical Librarians and staff answered 2,080 Ask the Librarian requests across 20 affiliates. The pandemic accelerated the growth of remote services and resources to support provider needs for just-in-time information. The Librarians leveraged electronic collections and online services to continue to meet our patrons' needs. Community Benefit In 2021, SBMF provided over $82.4 million in services for the poor and underserved and nearly $15.1 million in community benefits for the broader community. In addition, each year PAMF physicians and staff donate hundreds of hours to community service. SBMF's community benefit efforts include myriad programs and benefits for the broader community, including but not limited to: . Monetary donations and in-kind support to local community groups and organizations . On-site clinical education programs and preceptorships for medical students, medical residents, medical fellows, nursing students, laboratory technologists, radiology technologists, pharmacy students . Community organization board memberships . School-based health and wellness programs . Childhood Nutrition Programs in local schools . Health education presentations in local organizations with at-risk populations, ethnically diverse populations, age-focused health and wellness . Disease specific programs for requesting community organizations and on-site programs which are free and open to all community members . Teen mental health outreach and collaborations . Disease specific support groups . Radiology services to patients receiving care at Ravenswood Family Health Center including mammography, x-rays and ultrasounds. . Free high school sports physicals in Santa Cruz County . Physicians staffing Peninsula Healthcare Connection in Palo Alto . Support of the Healthier Kids Foundations programs and screenings in Santa Clara county . Monetary support to FQHCs and Community Clinics in Alameda, Santa Clara and San Mateo Counties for access to care initiatives Palo Alto Medical Foundation serves the community by encouraging financial support from the community and corporations to”

“Equity transfers (net) $ 482,024,442 k-1 activity $ (3,603,334) partnership income on books $ 12,458,187 annuity true-up $ (265,356) change in split interest $ 94,956 donated long live assets $ 30,000 stock & other items $ 2,182,587 ------------------ total $ (471,127,402)”

“Description:medical group compensation total fees:1153434498”

“Description:professional fees - physician total fees:9858061”

“Description:therapists/other medical total fees:14508588”

“Description:non-physician medical total fees:24999”

“Description:nurse registry fees total fees:4519954”