Hoag Memorial Hospital Presbyterian

“Business relationships officer robert braithwaite, officer andrew guarni, and board member paul heeschen have a business relationship.”

“The bylaws of the corporation were restated effective september 12, 2023.”

“Members or stockholders: the members of the corporation consist of the following: i. The george hoag family foundation (the "ghf foundation") and ii. The association of presbyterian members (the "apm"), formed by the constituent reformed presbyterian churches located in orange county, california which include denominations of the los ranchos presbytery of the presbyterian church (usa) and eco: a covenant order of evangelical presbyterians.”

“Power to elect or appoint directors: the bylaws of the corporation were restated effective september 12, 2023. From january 1, 2023 through september 11, 2023, yes, the corporation had members who had the power to elect or appoint one or more members of the governing body. The corporation had a tiered governance in which the corporate members had the right to appoint directors to the corporation's board. Beginning september 12, 2023, the organization no longer had any members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body.”

“Decisions reserved to members or stockholder: from january 1, 2023 through september 11, 2023, in addition to the power to elect and remove directors to and from the board of directors, the responsibilities of the members include but are not be limited to: (a) to assure the board carries out the corporation's mission; (b) to consider the qualifications of directors to be elected to the board; (c) to approve any change in the name of the corporation; (d) to approve any changes to the corporation's mission statement; (e) to approve any sale, alienation or other disposition of all or substantially all the property or assets of the corporation; (f) to approve changes to the corporation's governance structure. Effective september 12, 2023, the restated bylaws provide that the role and responsibilities of the members, acting through the member representatives, consist of oversight and monitoring of the corporation's mission and purposes, to be implemented through the following: (a) to assure the board carries out the corporation's mission through the exercise of the roles and responsibilities set out in this section 3. (b) to consider the qualifications and suitability of director nominees to be elected to the board and to advise the board thereon (c) to approve any change in the legal name of the corporation or the revision or addition of a dba used to identify the corporation. (d) to approve any changes to the corporation's: (i) purposes as set out in its articles of incorporation; or (ii) mission statement as set out in these bylaws; or (iii) founding traditions statement as set out in these bylaws. (e) to approve any sale, transfer, or other disposition of all or substantially all of the assets of the corporation. (f) to approve changes to the corporation's governance structure. (g) to approve any change of control of the corporation (h) to approve any dissolution of the corporation. (i) to participate in the selection of the corporation's ceo. (j) to assure that the corporation at all times maintains a prominent and accessible chapel and a robust chaplaincy program in each of its general hospital facilities, as well as its faith-based community nurse program, and to approve any change in these that will have the effect of reducing its scope. (k) to participate in the selection and orientation of the corporation's director of chaplaincy program. (l) to attend meetings of the board of directors as provided in section 5(a) below. (m) to receive notice of the removal of a director.”

“The corporation's board of directors has delegated to the audit and compliance committee of the board the review of the form 990 prior to issuance. Form 990 is prepared based on information received from various sources. The corporation engages an outside accounting firm to prepare form 990. Form 990 is initially reviewed by management, including an officer of the corporation. Management then presents the returns to the audit and compliance committee, which discusses key disclosures and other information included in form 990. In addition, an electronic version of form 990 is posted to a secure website available to all of the board of directors prior to filing.”

“Monitoring & enforcement of compliance with conflict-of-interest policy: the corporation has a comprehensive board conflict of interest policy. Officers, directors, non-director members of board committees, senior executives and key employees are required to complete an annual conflict of interest questionnaire. Responses to the questionnaire are submitted for review and recommendation to the chief compliance officer, followed by review and consideration by the audit & compliance committee of the board, or the board, as determined by the conflict-of-interest policy. If, subsequent to completion of the annual questionnaire, any covered person becomes aware of an interest that could give rise to a conflict of interest, the covered person is obligated to promptly disclose the interest. The audit & compliance committee or the board, as determined by the conflict-of-interest policy, shall determine if a disclosed interest may result in a conflict of interest. The person with the potential conflict of interest may not be present during any meeting in which the audit & compliance or the board conducts its evaluation, except to answer questions. The audit & compliance committee may request additional information before reaching a determination. Where a conflict is determined to exist, the audit & compliance committee or board, shall not engage in a contract, transaction, or arrangement, unless the board of directors or audit & compliance committee have investigated alternatives and developed and implemented a plan for managing the conflict. Any director having a conflict of interest with respect to a proposed contract, transaction or arrangement is prohibited from voting on any matter relating to the contract, transaction or arrangement, and is excused from the portion of the meeting where the proposed contract, transaction or arrangement is discussed.”

“Process for determining compensation of ceo: the compensation of the ceo is reviewed and approved by the compensation committee of hoag's board of directors, comprised solely of independent directors. The compensation committee receives a study performed by an independent consulting firm that reviews levels of compensation at comparable organizations for comparable positions when setting compensation of the officers and key employees. This process of using comparable data to establish levels of compensation has been in place in excess of 39 years. The compensation committee documents that the compensation is reasonable in its board minutes during executive session. This process was last completed in 2023. In addition, the independent consulting firm provides the board with an opinion letter each year certifying that the compensation program and all pay elements (total remuneration) approved by the board are deemed reasonable in compliance with irc section 4958. Form 990, part vi, line 15b process for determining compensation: the compensation of the coo, cfo and all senior vice presidents (key employees): the process is reviewed and approved by the compensation committee of hoag's board of directors, comprised solely of independent directors. The compensation committee receives a study performed by an independent consulting firm that reviews levels of compensation at comparable organizations for comparable positions when setting compensation of the officers and key employees. This process of using comparable data to establish levels of compensation has been in place in excess of 39 years. The compensation committee documents that the compensation is reasonable in its board minutes during executive session. This process was last completed in 2023. In addition, the independent consulting firm provides the board with an opinion letter each year certifying that the compensation program and all pay elements (total remuneration) approved by the board are deemed reasonable in compliance with irc section 4958.”

“Process for making documents available to the public the organization makes its governing documents and conflicts of interest policy available to the public upon request. The financial statements are posted on the organization's website.”

“The amended return updated the total expense figure used to calculate schedule h, part i, line 7, column f. It now includes the organization's share of total expenses from all joint ventures in which it has an ownership interest.”

“The hoag memorial hospital presbyterian community benefit program was formalized in 1995 and has grown significantly since that time. We have served over 100 nonprofit community organizations in a variety of health and social service categories. We continue to emphasize the development of sustained collaborative relationships and the provision of unduplicated services to disadvantaged residents in our community as core elements of the program. The department of community health provides direct services and collaborates with other not-for-profit community-based organizations to promote the health of our communities. The department coordinates hoag's community benefit activities, driven by the health needs of our surrounding communities, which are regularly reviewed in an ongoing manner. The department provides services which are unduplicated in the community. These currently include mental health services, community nurse navigation, case management and outreach, community-based program grants, health professions education & training and other health and wellness programs and services. In order to promote effective access to health care and related services, the department works in collaboration with a number of not-for-profit community-based organizations to provide insurance coverage as well as free services to underserved and vulnerable residents, many of whom are undocumented. Charity care is an integral component of the benefit that hoag provides to the community. The current hospital charity care and self pay discount policy provides assistance on a sliding scale for uninsured and self-pay patients with family incomes up to 400% of the federal poverty level. Program service accomplishments mental health center: - provided 4313 mental health therapy sessions. - resource brokering, and/or case management provided to 251 individuals. - 2645 individuals participated in mental health community workshops and groups. - the mental health center provided professional training and workforce development to 909 individuals from nonprofit partners. - provided a supervised clinical internship training program for 16 master of social work (msw) students and 2 bachelor of science in human services (bs). Each intern was provided with weekly one-hour long supervision and one and a half hour long group supervision. Community benefit grants program: - provided program grants to local non-profit organizations funded totaling over $7m - priority focus areas included: access to health care, mental health and behavioral health, and cancer and chronic disease. Melinda hoag smith center for healthy living: the melinda hoag smith center for healthy living (mhschl) is a one-stop-shop for health and social services. Through co-location and collaboration with partner agencies, the center provides free classes, workshops and supportive services to the community. - crisis case management and resource brokering provided to 5027 individuals. - public law center provided 131 individuals with legal consultation or representation in the area of family law divorce, dv, child custody etc. - partnered with united way's oc free tax prep service to provide 315 low-income tax returns at no-cost to the taxpayer. Total refunds in the amount of $320,770 were returned to taxpayers. - chioc connected 61 individuals to affordable, quality health care and social services. - project self-sufficiency provided 200 individuals with financial assistance, long-term case management, and other resources to provide a path for a successful academic journey toward economic self-reliance. - partnered with oc diaper bank to distribute 192,450 diapers/pull ups to needy families. - provided wellness classes such as yoga, zumba and other fitness classes to 9,249 individuals. - partnered with second harvest food bank to provide 7,630 individuals with fresh produce and groceries through our biweekly food distribution. - in partnership with share ourselves and families forward, provided $1”

“Purchased services (hmo, hosp.: program service expenses 39,579,546. Management and general expenses 0. Fundraising expenses 0. Total expenses 39,579,546. Hospital based physician fees: program service expenses 43,707,260. Management and general expenses 6,146,154. Fundraising expenses 0. Total expenses 49,853,414. Purchased services/consulting: program service expenses 46,075,789. Management and general expenses 64,602,330. Fundraising expenses 0. Total expenses 110,678,119.”

“Investments in jv and other 24,221,537. Equity transfer to hoag clinic -92,786,643. Equity transfer to hmts -5,414,053. Net asset change from hoag foundation -6,750,856.”