Samuel Merritt University

“CLASSES OF PERSONS, DECISIONS REQUIRING APPROVAL & TYPE OF VOTING RIGHTS: SUTTER BAY HOSPITALS, 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 Regents: A. MERGER, CONSOLIDATION, REORGANIZATION, OR DISSOLUTION OF THE UNIVERSITY OR ANY SUBSIDIARY OR AFFILIATE ENTITY UNDER ITS CONTROL; B. AMENDMENT OR RESTATEMENT OF THE ARTICLES OF INCORPORATION OR THE BYLAWS OF THE UNIVERSITY OR ANY SUBSIDIARY OR AFFILIATE ENTITY UNDER ITS CONTROL; C. ANY SELF-DEALING TRANSACTION BETWEEN A REGENT OF THE UNIVERSITY AND THE UNIVERSITY OR A SUBSIDIARY OF THE UNIVERSITY; D. THE CREATION OR ACQUISITION OF ANY SUBSIDIARY OR AFFILIATE ENTITY; E. CONTRACTING WITH ANY THIRD PARTY FOR ALL OR SUBSTANTIALLY ALL OF THE MANAGEMENT OF THE ASSETS OR OPERATIONS OF THE UNIVERSITY OR ANY SUBSIDIARY OR AFFILIATE ENTITY; F. REHIRING, CONTRACTING WITH, OR OTHERWISE COMPENSATING A SUTTER HEALTH EXECUTIVE, OR ANY OFFICER, DIRECTOR OR KEY EMPLOYEE OF THE UNIVERSITY OR ANY SUBSIDIARY OR AFFILIATE ENTITY AFTER THEIR EMPLOYMENT HAS ENDED; G. APPROVAL OF (I) THE UNIVERSITY'S LONG TERM OPERATING AND CAPITAL PLAN, (II) A CAPITAL BUDGET THAT MATERIALLY EXCEEDS AVERAGE ANNUAL CASH FLOW OF THE PRECEDING THREE FISCAL YEARS, (III) AN ANNUAL OPERATING BUDGET THAT FALLS MATERIALLY SHORT OF MOODY'S "BAA" RATED MEDIAN PERFORMANCE FOR PRIVATE UNIVERSITIES AND COLLEGES RELATED TO OPERATING INCOME AND EBITDAR OR (IV) AN ANNUAL BUDGET THAT FOLLOWS SUCCESSIVE YEARS OF ACTUAL PERFORMANCE MATERIALLY BELOW BUDGETED PERFORMANCE; AND H. THE HIRING OF INDEPENDENT COUNSEL BY THE UNIVERSITY OR ANY SUBSIDIARY OR AFFILIATE ENTITY UNDER ITS CONTROL, UNLESS AT LEAST TWO-THIRDS (2/3) OF THE INDEPENDENT REGENTS IN OFFICE ON THE DAY OF A VOTE APPROVE THE ENGAGEMENT OF SUCH COUNSEL. TO PRESERVE THE INDEPENDENCE OF COUNSEL RETAINED PURSUANT TO THIS PROVISION, THE GENERAL MEMBER OR SUTTER HEALTH SHALL NOT CLAIM THAT ANY COMMUNICATION BETWEEN SUCH INDEPENDENT COUNSEL AND ANY PERSON ACTING ON BEHALF OF THE UNIVERSITY, EVEN IF THAT PERSON IS ALSO AN EMPLOYEE, OFFICER OR AGENT OF THE GENERAL MEMBER OR SUTTER HEALTH, CONSTITUTES A WAIVER OF THE ATTORNEY-CLIENT PRIVILEGE OR WORK-PRODUCT PROTECTION.”

“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 Executive Committee of the Samuel Merritt University Board of Regents RETAINS ULTIMATE DISCRETIONARY AUTHORITY OVER ALL ELEMENTS OF COMPENSATION TO ASSURE THAT ORGANIZATIONAL PURPOSES ARE APPROPRIATELY BEING SERVED. The Executive Committee USES CREDIBLE DATA SOURCES AND MAINTAINS AN OBJECTIVE "ARMS LENGTH" DECISION-MAKING PROCESS, ensuring the integrity of Samuel Merritt's executive programs AND CONSISTENCY WITH THE ORGANIZATION'S OVERALL MISSION. IN ORDER TO ENSURE EXTERNAL COMPETITIVENESS, NATIONAL, CALIFORNIA AND LOCAL MARKET AREA 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 AND GEOGRAPHIC CONSIDERATIONS. 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 Samuel Merritt 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 2019 EXECUTIVE COMPENSATION APPROVAL WAS COMPLETED IN FEBRURARY 2019.”

“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. Form 990, part vii, section a compensation of board members: the following board members of samuel merritt university are full-time employees (40 hours per week) of sutter health and their sutter health salary is reported herein. The following individuals received no compensation for their service as board members of this organization. - jeff gerard - greg brown - julie petrini - anna kiger 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: samuel merritt university educates students to become highly skilled and compassionate health care professionals who positively transform the experience of care in diverse communities.”

“PROGRAM SERVICE ACCOMPLISHMENTS: SAMUEL MERRITT UNIVERSITY, ORIGINALLY FOUNDED IN 1909, IS A FULLY ACCREDITED HEALTH SCIENCES INSTITUTION LOCATED IN OAKLAND, CALIFORNIA WITH LOCAL LEARNING CENTERS IN SACRAMENTO AND SAN MATEO. THE UNIVERSITY ALSO OFFERS SELECT DEGREES ONLINE. VALUES: A LEARNING ENVIRONMENT WHERE WE CHALLENGE OURSELVES AND OUR STUDENTS TO THINK CRITICALLY, SEEK MASTERY AND ACT COMPASSIONATELY. A COLLEGIAL ENVIRONMENT WHERE WE ARE FAIR, RESPECTFUL AND BEHAVE WITH INTEGRITY. A COLLABORATIVE ENVIRONMENT WHERE WE PARTNER WITH ONE ANOTHER AND WITH OTHERS IN THE COMMUNITY. AN INNOVATIVE ENVIRONMENT WHERE WE TAKE REASONED RISKS AND MOVE NIMBLY. A RESULTS-ORIENTED ENVIRONMENT WHERE WE PROVIDE AND EXPECT EXCEPTIONAL PERFORMANCE AND SERVICE. PROGRAMS UNDERGRADUATE DEGREE PROGRAM: THE UNIVERSITY OFFERS A BACHELOR OF SCIENCE IN NURSING (BSN). IN ADDITION, SMU OFFERS AN ACCELERATED BACHELOR OF SCIENCE IN NURSING (ABSN). GRADUATE DEGREE PROGRAMS - MASTER'S LEVEL: SMU OFFERS THREE ENTRY-LEVEL MASTER'S DEGREE PROGRAMS: MASTER OF OCCUPATIONAL THERAPY, MASTER OF SCIENCE IN NURSING, AND MASTER PHYSICIAN ASSISTANT. POST-PROFESSIONAL GRADUATE DEGREES IN NURSING INCLUDE PROGRAMS IN NURSE ANESTHESIA(CRNA), CASE MANAGEMENT(CM), AND FAMILY NURSE PRACTITIONER (FNP). GRADUATE DEGREE PROGRAMS - DOCTORAL LEVEL: THE UNIVERSITY OFFERS FOUR DOCTORAL DEGREES: DOCTOR OF PODIATRIC MEDICINE, DOCTOR OF PHYSICAL THERAPY, DOCTOR OF NURSING PRACTICE, AND DOCTOR OF OCCUPATIONAL THERAPY. ONLINE DEGREE PROGRAMS: SMU OFFERS TWO OF ITS DEGREES IN THE ONLINE MODALITY: MASTER OF SCIENCE IN NURSING (POST-PROFESSIONAL FNP, AND DOCTOR OF NURSING PRACTICE). FACULTY AND STUDENTS (FALL 2019) NUMBER OF FULL-TIME FACULTY: 173 STUDENT/FACULTY CLINICAL RATIO: 8.0 TO 1 SAMUEL MERRITT STUDENTS: TOTAL STUDENTS: 2,029 UNDERGRADUATE STUDENTS: 768 GRADUATE STUDENTS: 1,238 MEN: 24 % / WOMEN: 76% CLINICAL PARTNERS: OVER 2,000 IN THE BAY AREA AND U.S. ACCREDITATION: REGIONAL ACCREDITATION: WASC SENIOR COLLEGE AND UNIVERSITY COMMISSION (WSCUC). SPECIALIZED ACCREDITATION: ACCREDITATION REVIEW COMMISSION ON EDUCATION FOR THE PHYSICIAN ASSISTANT (ARCPA), ACCREDITATION COUNCIL FOR OCCUPATIONAL THERAPY EDUCATION (ACOTE), COMMISSION ON ACCREDITATION IN PHYSICAL THERAPY EDUCATION (CAPTE), COUNCIL ON ACCREDITATION OF NURSE ANESTHESIA EDUCATIONAL PROGRAMS (COA), COMMISSION ON COLLEGIATE NURSING EDUCATION (CCNE), COUNCIL ON PODIATRIC MEDICAL EDUCATION (CPME), BOARD OF REGISTERED NURSING (BRN). FACILITIES: INSTRUCTIONAL FACILITIES John A. Graziano Memorial Library including study rooms and computer labs; Motion Analysis Resource Center (MARC). Other laboratories include therapeutic exercise, exercise physiology, occupational therapy, anatomy, nursing, podiatric medicine, biomechanics, physical diagnosis and Health Sciences Simulation Center (HSSC). OTHER FACILITIES STUDENT LOUNGES, STUDY SPACE AND EXERCISE FACILITIES. FORM 990, PART VI, LINE 6 & 7A 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.”