Dignity Health

“The dignity health bylaws provide that the requirements and provisions relating to committees of the board shall be that the board, at its discretion, may establish standing or ad hoc committees from time to time, as needed, provided however, no committee that includes persons who are not directors of the board may exercise the authority of the board.”

“Certain reportable individuals have business relationships with dignity health (including for-profit subsidiaries or joint ventures) as a result of serving as officers or board members of those entities at the direction of dignity health. Officers and board membership on the governing bodies of those related entities are as follows. Primed management consulting - m. O'quinn, b. Swartz dignity-gohealth urgent care management llc - t. Strumwasser, b. Swartz arizona care network next llc l. Hunt, b.swartz optum 360, llc and optum services - p. Hanelt, l. Zuckerman concentra group holdings - k. Bradley, l. Zuckerman dignity health global education ltd. - m. O'quinn, k. Sanford biolife dignity health international ltd. - b. Loanzon, e. Shih dignity/usp norcal surgery care center llc - l. Harting, t. Strumwasser dignity health holding corporation - e. Shih, d. Morissette, c. Francis, m. O'quinn dignity health insurance ltd. - m. Melfi, d. Morissette, m. O'quinn, j. Sprengel, r. Wiebe; a. Hardy-waller consolidated health services - p. Edgett, iii, m. Melfi, m. O'quinn franciscan services inc - m. Melfi, t. Kopfensteiner”

“The filing organization has a sole corporate member, commonspirit health, a 501(c)(3) exempt organization.”

“Dignity health is subject to the reserved rights of the sole corporate member, commonspirit, as set forth in the system governance matrix and the bylaws, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board. The board of directors of the filing organization may select nominees qualified to serve on the organization's board. Commonspirit, as the sole corporate member of the organization, may appoint or refuse each nominee in accordance with the system governance matrix and with the recommendation of commonspirit's president and chief operating officer (or designee). Commonspirit may unilaterally appoint one or more individuals to the organization's board whether or not the board furnishes the member with a list of individuals qualified to serve on the board in accordance with with the bylaws.”

“Commonspirit, as the sole corporate member of dignity health, has specific reserved rights as set forth in the system governance matrix with respect to certain corporate actions of the filing organization and its subsidiaries. Those reserved rights include the right to: -approve a substantial change in mission or philosophical direction of dignity health -closure of a hospital by dignity health -approve amendment of the articles and bylaws of dignity health -approve incurrence of debt by dignity health, including without limitation, borrowings, loans, encumbrances, operating leases and capital leases, in excess of thresholds and within limits established by commonspirit health -approve a joint venture or partnership having dignity health as a party -approve an increase or decrease to an existing joint venture or partnership interest by dignity health -approve creation of a new corporation or limited liability company by dignity health -approve merger or consolidation of dignity health -approve dissolution of dignity health -sell or dispose of (i) assets in excess of thresholds established by commonspirit or (ii) all or substantially all of an operating unit of the assets of dignity health -approve an acquisition of, or new direct investment in, an enterprise business line or other such company or corporate entity by dignity health -approve an increase or decrease in an existing direct investment in an enterprise business line or other such company or corporate entity by dignity health -appointment or termination of a ceo by dignity health -adopt long range and strategic plans by dignity health -adopt consolidated healthcare system operating and capital budget for dignity health -adopt variations from operating and/or capital budget in excess of threshold established by commonspirit by dignity health in addition, commonspirit has retained rights concerning approval of compensation philosophy, incentive compensation design and establishment of annual and long term incentive goals, executive compensation plans and review of total remuneration for reasonableness.”

“The organization's system vice president of finance-dignity health controller and the tax manager reviewed the final draft of this form 990 with the svp/finance and corporate controller of commonspirit. The svp/finance and corporate controller of commonspirit reviewed the draft of this form 990 with the sevp/chief financial officer. The reviews included an explanation of each schedule of the form 990 and the pertinent information contained on each schedule. The evp/chief compliance officer reviewed the conflict of interest schedules. Compensation schedules and disclosures were reviewed with the sevp, chief human resources officer and the commonspirit board human resources and compensation committee. The complete copy of the form 990 was provided to the entire board of directors before the return was filed.”

“The organization has a conflicts of interest ("coi") policy (the "policy") in place to protect the interests of commonspirit in circumstances that may result in a conflict between personal interests of a person and the interests of the organization and those it serves. The policy was last updated during the tax year ended 6/30/2021. Commonspirit's coi policy applies to commonspirit, its direct affiliates and subsidiaries and any related entity the governing documents of which require the entity to comply with commonspirit policy (collectively the "system entities"). The following persons are required to disclose actual or potential conflicts of interest at least annually (via a formal system-administered survey) if the person's affiliation with commonspirit continues: - members of corporate and community boards of system entities - members of committees of corporate and community boards of system entities - members of the executive leadership team ("elt") of commonspirit - corporate officers of system entities - key employees and highest compensated employees as specified by the internal revenue service for form 990 purposes who are not otherwise included in the categories above - employees of system entities at the vice president level and above - all individuals engaged in research at institutions owned or operated by a system entity - select employees as determined from time to time by leadership disclosure, review, and management of perceived, potential, or actual conflicts of interest are accomplished through a defined coi disclosure review process. Each person is required to promptly and fully disclose any situation or circumstance that may create a conflict of interest as soon as she/he becomes aware of it. In addition, at the inception of an individual's relationship with commonspirit (e.g. Hiring, board appointment), and for certain positions, annually thereafter, written conflict of interest disclosure forms must be completed. A failure to disclose may result in disciplinary or corrective actions. Reported potential or actual conflicts of interest are initially reviewed by legal, corporate responsibility or research integrity staff. If necessary, a conflict of interest management plan is developed, which plan shall be subject to acceptance by the appropriate direct manager, supervisor, medical staff office, board or board committee (for board, board committee, elt or corporate officer conflicts), or other appropriate individual or body. Once accepted, the conflict of interest management plan is communicated to the person with the actual or potential conflict and the individual must conduct themselves in conformity with the plan. In the event that a transactional conflict interest arises in connection with a system entity board meeting, the conflicted individual must disclose that conflict prior to or at the beginning of the meeting in which the matter is to be considered. The conflicted individual is excluded from voting on the transaction and is prohibited from using personal influence with respect to the matter, but is not prohibited from providing input if requested to do so.”

“Commonspirit's board of stewardship trustees appoints a human resources and compensation committee, comprised exclusively of independent directors, who are accountable for setting reasonable compensation packages for each officer and certain key employees of dignity health (including the president/ceo). The human resources and compensation committee approves, consistent with the organization's philosophy and principles, the annual performance goals and criteria to be used in determining merit increases and variable compensation criteria for officers and key executives. The human resources and compensation committee also engages an independent consultant as necessary and qualified independent compensation and benefits specialists (independent experts) to review, analyze and provide benchmarking data for the total compensation and benefits packages of officers and key executives. Appropriate comparable data is obtained from the independent experts, (e.g., total economic benefits paid by similarly situated organizations, both taxable and tax-exempt, for similar job responsibilities). Key deliberations of the committee are documented in meeting minutes which are approved at the next committee meeting and provided to the board of directors. The documentation of the deliberations includes (a) the terms of the agreement approved and the date approved; (b) the members of the committee who were present during discussion of the approved agreement and those who voted on it; and (c) the comparability data obtained and relied upon by the committee and how the data was obtained.”

“Federal tax laws do not require that the organization's governing documents and policies related to conflicts of interest be made available for public inspection. The organization makes its consolidated audited financial statements available on its website and upon request. The financial statements are also attached to this form 990.”

“Presentation of complete names and titles of certain individuals listed in part vii, section a (1) kevin e lofton, fache former board member/ceo (thru 6/30/20) (3) marvin o'quinn chair/ president & chief operating officer (6) paul edgett, iii chief business lines officer (thru 12/31/20) (7) patricia webb, fache sevp chief administrative officer (thru 12/31/20) (8) elizabeth shih board member/ sevp chief administrative officer (9) elizabeth i keith evp/sponsorship/mission integration, philanthropy (thru 8/15/20) (10) daniel j morissette, cpa treasurer/ sevp chief financial officer (13) bruce swartz svp physician enterprise (thru 11/30/20) (14) laurie harting svp operations & ceo greater sacramento division (15) charles cova svp operations & ceo ca central coast division (16) linda hunt svp operations & ceo arizona division (17) mitch melfi, esq, jd secretary/ vice chair/chief legal officer (18) jon vanboening svp operations & ceo central california division (19) suja chandrasekaran sevp chief information and digital officer (22) julie sprengel svp operations & ceo southwest division (23) todd a strumwasser, md svp operations & ceo northern california division (26) anthony scott carswell board member/ system svp market strategy and development (27) lisa gamshad (zuckerman) system svp treasury & strategic investments (28) stan martin system svp it service delivery (thru 8/13/20) (30) laura r young-shehata system svp digital innovation (thru 5/8/20) (31) benjie m loanzon system svp finance and corporate controller (32) sandra s hales system vp clinical apps/ehr deliv-ops (thru 8/13/20) (34) ian boase former vp & associate general counsel/assistant secretary)(thru 1/31/19)”

“Part vii, section a, listed persons a. S. Carswell, m. Melfi, m. O'quinn and e. Shih became voting board members during the organization's tax year, effective april 1, 2021. Part vii, section a, listed person l. Dean ceased holding a voting board member position effective april 1, 2021.”

“Our mission: commonspirit's mission, vision and values inform every aspect of our work each day, and remind us that we serve our patients, their families, our communities and also each other. Our mission, vision and values work hand in hand: the first states our purpose, the next declares our ambition, and our values guide our actions and shape our culture. Together, they help us achieve the health care future we're beginning to build. Our vision: a healthier future for all inspired by faith, driven by innovation, and powered by our humanity. Dignity health is committed to making the healing of god known. We aspire to be a health care ministry. Through teamwork and innovation, faith and compassion, advocacy and action, we endeavor every day to keep our patients happy, healthy, and whole. Our values: in living our mission, we strive to deliver compassionate, high-quality, affordable health care; serve and advocate for those sisters and brothers who are poor and disenfranchised; and partner with others in the communities we serve to improve the quality of life. In carrying out our healing ministry, we embody the values of compassion, inclusion, integrity, excellence and collaboration. These values are further explained below. Compassion: care with listening, empathy and love. Accompany and comfort those in need of healing. Inclusion: celebrate each person's gifts and voice. Respect the dignity of all. Integrity: inspire trust through honesty. Demonstrate courage in the face of inequity. Excellence: serve with fullest passion, creativity, and stewardship. Exceed expectations of others and ourselves. Collaboration: commit to the power of working together. Build and nurture meaningful relationships.”

“Dignity health is a california nonprofit public benefit corporation. Dignity health operated 21 hospitals throughout major california divisions and in the arizona and nevada divisions during the year ended june 30, 2021. Dignity health and its subordinate corporations' facilities included approximately 5,237 licensed acute care beds and approximately 169 licensed skilled nursing beds as of june 30, 2021. Dignity health maintains a prominent market share in many of its divisional areas, and many of its hospitals rank among the finest in the nation. With a significant presence in greater sacramento, san francisco bay area, southern california, central coast, central california, and northern california, dignity health's california operations are well dispersed throughout the state. Dignity health's hospitals operate emergency rooms that are open to all persons regardless of ability to pay; have community boards in which primarily independent persons representative of the community comprise a majority; engage in the training and education of healthcare professionals; and participate in medicaid, medicare, tricare and/or other government-sponsored health care programs. This organization is a public benefit corporation exempt from taxation under section 501(c)(3) of the internal revenue code.”

“Medical fees: program service expenses 438,999,725. Management and general expenses 27,075,665. Fundraising expenses 0. Total expenses 466,075,390. Revenue cycle services: program service expenses 59,446,436. Management and general expenses 181,078,607. Fundraising expenses 0. Total expenses 240,525,043. Professional fees/consulting: program service expenses 68,633,425. Management and general expenses 82,608,094. Fundraising expenses 0. Total expenses 151,241,519. Repairs/maintenance/demolition: program service expenses 56,621,380. Management and general expenses 68,150,238. Fundraising expenses 0. Total expenses 124,771,618. Outsourced management fees: program service expenses 13,585,979. Management and general expenses 16,352,263. Fundraising expenses 0. Total expenses 29,938,242. Laundry & linen: program service expenses 9,166,081. Management and general expenses 11,032,416. Fundraising expenses 0. Total expenses 20,198,497. Other purchased services: program service expenses 59,429,752. Management and general expenses 71,530,433. Fundraising expenses 0. Total expenses 130,960,185.”

“Change in additional minimum pension liability 1,399,778,888. Revenue from health-related acivities organized as corps/exempt orgs 115,454,022. Change in interest in net assets of unconsolidated foundation/related orgs 14,849,912. Gain on adoption of asu 2017-17 48,016,951. Change in equity interest in joint ventures 8,106,534. Self-insurance trusts transfers due to trusts dissolution 62,961,883. Reversal of duplicate entry from prior year 1,203,207. Adjustment to investement transfers to a joint venture 1,097,949. Other fund balance transfers -1,171,936.”

“The organization did not change its oversight or selection process during the tax year.”

“The organization's federal awards were included in commonspirit's consolidated uniform guidance audited schedule of federal expenditures for the period of july 1, 2020, to june 30, 2021.”

“Centralized transactions: transfers for journal entries recorded centrally at commonspirit to standardize contractual allowance methodology across all commonspirit affiliates and subsidiaries. Recorded centrally at year end and transferred to facilities in the following year.”