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. Dignity-gohealth urgent care management llc t. Mcginn, t. Strumwasser dignity health global education ltd. - m. O'quinn, k. Sanford biolife dignity health international ltd. - b. Loanzon, e. Shih dignity health holding corporation - e. Shih, d. Morissette, m. O'quinn, m. Melfi dignity health insurance ltd. P. Foster, m. Melfi, d. Morissette, m. O'quinn, j. Sprengel, r. Wiebe dignity health provider resources, inc. T. Wilcox, t. Mcginn consolidated health services - m. Melfi, m. O'quinn franciscan services inc - m. Melfi, t. Kopfensteiner top to life - m. Melfi, d. Morissette, m. O'quinn qualchoice health, inc. - m. Melfi, p. Foster alternative insurance management services, inc. - m. Melfi, p. Foster”

“The filing organization has a sole corporate member, commonspirit, 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. 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. 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 and dba's, respectively - 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 of 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 members, 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) lloyd h. Dean chief executive officer (ceo thru 7/31/22) (2) marvin o'quinn chair/ president & chief operating officer (3) daniel j morissette, cpa treasurer/ sevp chief financial officer (4) elizabeth shih board member/ sevp chief administrative officer (5) charles p. Francis sevp, chief strategy officer (thru 6/30/22) (7) suja chandrasekaran sevp, chief information and digital officer (thru 4/8/22) (10) john r. Amos hospital president, yrmc (thru 9/30/22) (11) mitch melfi, esq, jd secretary/ vice chair/chief legal officer (13) julie sprengel svp operations & ceo, southern california division (16) mark r. Klein system svp corp communications public affairs (thru 10/1/22) (17) linda hunt svp operations & ceo southwest division (thru 4/1/22)/ special projects leader (18) kathleen sanford, dba, rn, faan, fache chief nursing officer (21) todd a strumwasser, md svp operations & ceo northern california division (thru 11/1/22) (22) tammara wilcox system svp payer strategy & relationships (23) daniel delay system svp support svcs resource mgmt (thru 10/3/22) (25) lisa z. Gamshad (zuckerman) system svp treasury & strategic investments (31) benjie m loanzon system svp finance and corporate controller (35) timothy panks former key employee (svp, finance & revenue cycle management (thru 6/30/19))”

“Our mission: as commonspirit health, we make the healing presence of god known in our world by improving the health of the people we serve, especially those who are vulnerable, while we advance social justice for all. Our vision: a healthier future for all inspired by faith, driven by innovation, and powered by our humanity. Our values: 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 owns and operates 22 hospitals throughout major california divisions and in the arizona and nevada divisions during the year ended june 30, 2023. Dignity health and its subordinate corporations' facilities included approximately 5,203 licensed acute care beds and approximately 169 licensed skilled nursing beds as of june 30, 2023. 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 537,015,912. Management and general expenses 25,264,564. Fundraising expenses 0. Total expenses 562,280,476. Revenue cycle services: program service expenses 245,726,800. Management and general expenses 3,283,500. Fundraising expenses 0. Total expenses 249,010,300. Professional fees/consulting: program service expenses 67,566,664. Management and general expenses 73,192,847. Fundraising expenses 0. Total expenses 140,759,511. Repairs/maintenance/demolition: program service expenses 58,829,406. Management and general expenses 63,728,049. Fundraising expenses 0. Total expenses 122,557,455. Outsourced management fees: program service expenses 13,116,986. Management and general expenses 14,209,220. Fundraising expenses 0. Total expenses 27,326,206. Laundry & linen: program service expenses 12,056,229. Management and general expenses 13,060,134. Fundraising expenses 0. Total expenses 25,116,363. Other purchased services: program service expenses 268,258,450. Management and general expenses 290,595,962. Fundraising expenses 0. Total expenses 558,854,412.”

“Change in additional minimum pension liability 300,276,362. Revenue from health-related acivities organized as corps/exempt orgs 70,019,396. Change in interest in net assets of unconsolidated foundation/related orgs 139,241. Gain on adoption of asu 2017-17 56,167,685. Change in equity interest in joint ventures 13,073,804. Adjustment to investment due to joint venture change in ownership -1,244,154. Adjustment of investment due to jv dissolution 130,163. Other fund balance transfers -369,739.”

“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, 2022 to june 30, 2023.”