Palo Alto Medical Foundation

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

“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 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 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 2023 EXECUTIVE COMPENSATION APPROVAL WAS COMPLETED IN May 2023.”

“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 - theresa frei - thomas warner - 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.”

“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 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 2023, SBMF's 1,700 affiliated physicians and 7,379 employees served 1,207,365 patients through 8,681,596 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 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 . PAMF honored as a Top Ten Percent organization in Clinical Quality by Integrated Health Association Align Measure Perform program (IHA AMP) for our 2022 (most recent) measurement year performance. .”

“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 from the past year 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, fitness, prenatal & postpartum care and stress management. We provided more than 12,000 touchpoints to participants in our no-cost group education classes and more than 7,000 touchpoints to participants in our fee-based group education classes in 2023. . The Health Education Resource Centers (HERCs) offered many services on an individual level to both patients, staff and community members. We provided more than 19,000 touchpoints to patrons across Greater Silicon Valley in 2023 both in-person and virtually. In March 2023, we re-opened two HERC locations (Mountain View and Dublin) that were closed due to the pandemic. These two HERC re-openings and some Patient Educator staffing shifts into leadership roles allowed us to onboard four full-time patient educators. . In 2023, our school-based youth nutrition program (5-2-1-0) held in-person programming and our total touchpoints were 22,075. Touchpoints consisted of nutrition and physical activity education, fruit and vegetable lunch tastings, kitchen safety and cooking skills. . In 2023, the Medical Librarians answered and filled 2,481 requests for Sutter Bay, East Bay, System Offices, and Valley clinicians. Thirty-six percent (36%) were for urgent patient care or rush requests. In addition, thirty percent (30%) were for patient-related educational or research purposes. Importantly, over half of the total number of requests filled were for patient care. Furthermore, information delivery included 500 librarian-mediated literature reviews, 6,811 documents (articles, books, book chapters, online resources) and 211 reference touch points. Instruction sessions included 58 presentations and 5-Minute Librarian Consults (e.g., EndNote, One Search demonstrations, Search Strategies). Finally, 15 librarian-curated bibliographies supported the continuing medical education activities at Mills-Peninsula Medical Center and Alta Bates Medical Center to fulfill the cultural, linguistic, and implicit bias requirement. Community Benefit In 2023, SBMF provided over $75 million in services for the poor and underserved and nearly $8 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 Community Health Needs Assessment's (CHNA) top needs in 2023, 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 . Radiology services to patients receiving care at Ravenswood Family Health Center including mammography, x-rays and ultrasounds . Physicians staffing Peninsula Healthcare Connection in Palo Alto, providing healthcare services and mental health services to the homeless and at-risk homeless . Youth mental health outreach and collaborations . School-based health and wellness programs . Childhood Nutrition Programs in local schools . Health education presentations in local organizations with at-risk populations, ethnic”

“Equity transfers (net) $ (45,364,897) k-1 activity $ (4,502,298) partnership income on books $ 13,957,813 annuity true-up $ (27,730) change in split interest $ 9,952 donated long live assets $ 133,300 ------------------ total $ (35,793,860)”

“Description:medical group compensation total fees:1291241792”

“Description:prof fees - physician total fees:5379198”

“Description:therapists/other medical total fees:17813138”

“Description:non-physician medical total fees:11067”

“Description:nurse registry fees total fees:7418866”