Attach to Form 990 or Form 990-EZ.
Go to
www.irs.gov/Form990 for instructions and the latest information.
| (i) Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 10 above (see instructions)) | (iv) Is the organization listed in your governing document? | (v) Amount of monetary support (see instructions) | (vi) Amount of other support (see instructions) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
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Total |
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Calendar year
(or fiscal year beginning in)
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(a) 2017 | (b) 2018 | (c) 2019 | (d) 2020 | (e) 2021 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") .. | ||||||
| 2 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.... | ||||||
| 3 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | ||||||
| 4 | Total. Add lines 1 through 3 | ||||||
| 5 | The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f) .. | ||||||
| 6 | Public support. Subtract line 5 from line 4. | ||||||
Calendar year
(or fiscal year beginning in)
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(a) 2017 | (b) 2018 | (c) 2019 | (d) 2020 | (e) 2021 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 7 | Amounts from line 4.. | ||||||
| 8 | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources... | ||||||
| 9 | Net income from unrelated business activities, whether or not the business is regularly carried on.. | ||||||
| 10 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.).. | ||||||
| 11 | Total support. Add lines 7 through 10 | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2017 | (b) 2018 | (c) 2019 | (d) 2020 | (e) 2021 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . | ||||||
| 2 | Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose | ||||||
| 3 | Gross receipts from activities that are not an unrelated trade or business under section 513 ..... | ||||||
| 4 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf... | ||||||
| 5 | The value of services or facilities furnished by a governmental unit to the organization without charge | ||||||
| 6 | Total. Add lines 1 through 5 | ||||||
| 7a | Amounts included on lines 1, 2, and 3 received from disqualified persons | ||||||
| b | Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year. | ||||||
| c | Add lines 7a and 7b.. | ||||||
| 8 | Public support. (Subtract line 7c from line 6.) | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2017 | (b) 2018 | (c) 2019 | (d) 2020 | (e) 2021 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 9 | Amounts from line 6... | ||||||
| 10a | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. | ||||||
| b | Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975. | ||||||
| c | Add lines 10a and 10b. | ||||||
| 11 | Net income from unrelated business activities not included on line 10b, whether or not the business is regularly carried on. | ||||||
| 12 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) .. | ||||||
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | ||||||
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
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| 1 | Net short-term capital gain | 1 | ||||
| 2 | Recoveries of prior-year distributions | 2 | ||||
| 3 | Other gross income (see instructions) | 3 | ||||
| 4 | Add lines 1 through 3 | 4 | ||||
| 5 | Depreciation and depletion | 5 | ||||
| 6 | Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions) | 6 | ||||
| 7 | Other expenses (see instructions) | 7 | ||||
| 8 | Adjusted Net Income (subtract lines 5, 6 and 7 from line 4) | 8 | ||||
| Section B - Minimum Asset Amount | (A) Prior Year |
(B) Current Year (optional) |
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| 1 | Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year): | 1 | ||||
| a | Average monthly value of securities | 1a | ||||
| b | Average monthly cash balances | 1b | ||||
| c | Fair market value of other non-exempt-use assets | 1c | ||||
| d | Total (add lines 1a, 1b, and 1c) | 1d | ||||
| e |
Discount claimed for blockage or other factors (explain in detail in Part VI): |
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| 2 | Acquisition indebtedness applicable to non-exempt use assets | 2 | ||||
| 3 | Subtract line 2 from line 1d | 3 | ||||
| 4 | Cash deemed held for exempt use. Enter 0.015 of line 3 (for greater amount, see instructions). | 4 | ||||
| 5 | Net value of non-exempt-use assets (subtract line 4 from line 3) | 5 | ||||
| 6 | Multiply line 5 by 0.035 | 6 | ||||
| 7 | Recoveries of prior-year distributions | 7 | ||||
| 8 | Minimum Asset Amount (add line 7 to line 6) | 8 | ||||
| Section C - Distributable Amount | Current Year | |||||
| 1 | Adjusted net income for prior year (from Section A, line 8, Column A) | 1 | ||||
| 2 | Enter 85% of line 1 | 2 | ||||
| 3 | Minimum asset amount for prior year (from Section B, line 8, Column A) | 3 | ||||
| 4 | Enter greater of line 2 or line 3 | 4 | ||||
| 5 | Income tax imposed in prior year | 5 | ||||
| 6 | Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions) | 6 | ||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | 1 | |
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
2 | |
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | 3 | |
| 4 Amounts paid to acquire exempt-use assets | 4 | |
| 5 Qualified set-aside amounts (prior IRS approval required - provide details in Part VI) | 5 | |
| 6 Other distributions (describe in Part VI). See instructions | 6 | |
| 7Total annual distributions. Add lines 1 through 6. | 7 | |
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
8 | |
| 9 Distributable amount for 2021 from Section C, line 6 | 9 | |
| 10 Line 8 amount divided by Line 9 amount | 10 | |
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2021 |
(iii) Distributable Amount for 2021 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2021 from Section C, line 6 | ||||
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2
Underdistributions, if any, for years prior to 2021 (reasonable cause required-- explain in Part VI). See instructions. |
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| 3 Excess distributions carryover, if any, to 2021: | ||||
| a From 2016....... | ||||
| b From 2017....... | ||||
| c From 2018....... | ||||
| d From 2019....... | ||||
| e From 2020....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2021 distributable amount | ||||
|
i
Carryover from 2016 not applied (see instructions) |
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| j Remainder. Subtract lines 3g, 3h, and 3i from line 3f. | ||||
| 4Distributions for 2021 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2021 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from line 4. | ||||
|
5
Remaining underdistributions for years prior to 2021, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions. |
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6
Remaining underdistributions for 2021. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions. |
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7 Excess distributions carryover to 2022. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a Excess from 2017..... | ||||
| b Excess from 2018..... | ||||
| c Excess from 2019..... | ||||
| d Excess from 2020..... | ||||
| e Excess from 2021..... | ||||
| Facts And Circumstances Test |
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| Return Reference | Explanation |
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| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| FORM 990, PART I, LINE 1 AND PART III, LINE 1 | MISSION STATEMENT: WE ENHANCE THE WELL-BEING OF PEOPLE IN THE COMMUNITIES WE SERVE THROUGH A NOT-FOR-PROFIT COMMITMENT TO COMPASSION AND EXCELLENCE IN HEALTHCARE SERVICES. |
| FORM 990, PART III, LINE 4A | 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 cardiac care as well as care of women and children, 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 SBMF 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 2021, SBMF's 1,647 affiliated physicians and 6,854 employees served 1,281,142 patients through 8,741,674 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. 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 1. SBMF achieved Exceptional Performer (top rating) in CMS Quality Payment Program (MIPS) based on our 2020 performance 2. Palo Alto Foundation Medical Group received 5-star rating for its overall 2020 care of Medicare Advantage (MA) patients, as publicly reported on the Integrated Healthcare Association's (IHA) website program. 3. Palo Alto Foundation Medical Group received Most Improved Recognition for its overall 2020 care of Medicare Advantage (MA) patients, as publicly reported on the Integrated Healthcare Association's (IHA) website program. 4. PAMF honored as a Top Ten Percent organization in Clinical Quality by Integrated Health Association Align Measure Perform program (IHA AMP) for our 2020 measurement year performance. 5. PAMF honored as a Top Ten Percent organization in Patient Experience by Integrated Health Association Align Measure Perform program (IHA AMP) for our 2020 measurement year performance. 6. California's Office of the Patient Advocate (OPA) awards their top rating (5 stars) to PAMF-PAFMG for patient experience and 4 stars for quality in all 4 counties that we serve. 7. PAMF awarded Elite status for the 2020 APG (America's Physician Groups) Standards of Excellence Survey for our systems of care to deliver high value high quality coordinated care. We have won this award for 7 consecutive years. (This award was suspended in 2021) 8. PAMF Surgery Center, Palo Alto is ranked No. 1 Ambulatory Surgery Center in California By Newsweek. The Mountain View Surgery Center is No. 6, the Fremont Surgery Center is No. 9, and the San Carlos Surgery Center is No. 20. Criteria include quality of care, performance data, peer recommendations and COVID response. 9. PAMF Scores in Top 2 Percent for multiple domains (Overall Care Rating) communication & Care Coordination) in the state for patient satisfaction according to our 2021 Patient Assessment Survey. 85% of the domains we score in the top quartile in the State. Participants are over 180 provider groups in California. 10. PAMF receives Sutter Health Dashboard Award for Top Performance in Quality for 2020 11. PAFMG exceeds the 2021 Sutter Best Practice Target on Quality with 70% metrics above 90th percentile performance Research Division PAMF's research programs are nationally known and contributed significantly to identifying ways to improve the delivery of healthcare. In 2020, PAMFRI participated in 104 clinical trials and 63 externally-funded awards or contracts with federal agencies, foundations, and private sources. PAMFRI's investigators published 29 manuscripts during this period. The clinical studies pertained to a wide range of health issues with the majority focusing on infectious disease, vaccines, oncology, cardiovascular, and pulmonary diseases. The awards and contracts focused on issues including COVID-19, pre- and diabetes management, lung and breast cancer, physician-patient communication, Lean management, and physician wellbeing. Many of the research endeavors include patients, caregivers, and clinicians in the discovery and dissemination of results. PAMFRI received sponsorships and funding from numerous prominent organizations including: . National Institute of Diabetes and Digestive and Kidney Diseases . National Heart, Lung, and Blood Institute . National Cancer Institute . National Center for Advancing Translational Sciences . Patient-Centered Outcomes Research Institute . Palo Alto Medical Foundation . Sutter Health . Tobacco-Related Disease Research Program (University of California) |
| FORM 990, PART III, LINE 4A (CONTINUED) | Education Division SBMF's Education Division provides health education through health promotion classes, health resource centers, community lectures, support groups and community outreach. Our programs focus on wellness, 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. SBMF is committed to being an active member of the communities it serves, and supports various community programs and services such as projects and educational activities with local school districts, and partnerships with community organizations. SBMF's physicians and staff members also donate hundreds of hours to community service. Notable achievements from the past year include: . Services and programs previously offered in-person continued to be offered to patients and community members virtually in 2021. We have continued to add new virtual offerings, especially in the areas of Mindfulness and Stress Reduction. These classes are extremely popular with our patients and community members. Equally popular are the no-cost virtual fitness classes that we offer in partnership with Agile Physical therapy. We reached more than twelve thousand patrons with our group education services in 2021. . The Community Health Resource Centers (CHRCs) offer many services on an individual level to both patients and community members. We served more than seven thousand patrons in 2021 both in-person and virtually. We continue to work on making sure that all patrons can access our services whether in-person or virtually. . Due to COVID-19, in-person 5-2-1-0 programming, our school-based youth nutrition program, continued to be paused during 2021. During this time, we continued to deploy our virtual nutrition program via video lessons we developed in 2020. . The Sutter Bay and Valley Medical Librarians and staff answered 2,080 Ask the Librarian requests across 20 affiliates. The pandemic accelerated the growth of remote services and resources to support provider needs for just-in-time information. The Librarians leveraged electronic collections and online services to continue to meet our patrons' needs. Community Benefit In 2021, SBMF provided over $82.4 million in services for the poor and underserved and nearly $15.1 million in community benefits for the broader community. In addition, each year PAMF physicians and staff donate hundreds of hours to community service. SBMF's community benefit efforts include myriad programs and benefits for the broader community, including but not limited to: . Monetary donations and in-kind support to local community groups and organizations . On-site clinical education programs and preceptorships for medical students, medical residents, medical fellows, nursing students, laboratory technologists, radiology technologists, pharmacy students . Community organization board memberships . School-based health and wellness programs . Childhood Nutrition Programs in local schools . Health education presentations in local organizations with at-risk populations, ethnically diverse populations, age-focused health and wellness . Disease specific programs for requesting community organizations and on-site programs which are free and open to all community members . Teen mental health outreach and collaborations . Disease specific support groups . Radiology services to patients receiving care at Ravenswood Family Health Center including mammography, x-rays and ultrasounds. . Free high school sports physicals in Santa Cruz County . Physicians staffing Peninsula Healthcare Connection in Palo Alto . Support of the Healthier Kids Foundations programs and screenings in Santa Clara county . Monetary support to FQHCs and Community Clinics in Alameda, Santa Clara and San Mateo Counties for access to care initiatives Palo Alto Medical Foundation serves the community by encouraging financial support from the community and corporations to enhance the quality of healthcare in the region. In 2021, nearly 5,000 individual donors contributed more than $25 million to fund cutting-edge research and implement programs that fall outside of our annual operations budget. In 2021, philanthropy invested nearly $10 million to PAMF affiliates to advance patient care. This represents a 22% increase in funds invested over 2020, and was a key strategy for philanthropy to help the organization. Our team recognized 2021 as a critical year of need throughout the organization. We partnered with senior leaders to invest donor dollars in programs like research and physician well-being as well as advanced imaging tools for cardiology and oncology, making an immediate impact. Of the $10 million invested, $5.3 million went to support a wide range of programs for primary care, cancer, mental health, palliative care, pediatrics and research. An additional $4.6 million was invested in capital and medical equipment to facilitate more advanced care and better outcomes for patients. A focus continued on supporting the organization remain nimble through the COVID-19 pandemic, helping teams in respiratory care clinics and mass vaccination sites react quickly to changing needs. The Grants & Disbursements program uses unrestricted gifts from the community to accelerate new pilot programs and bring innovative technologies to the clinic faster. In 2021 the program funded 13 projects submitted from across the organization, totaling $1.5 million. These immediate investments included new equipment and software to enhance care in urology and radiation oncology; a novel cardiology prevention program and an expansion of the Dublin infusion center. Since its inception, nearly $7 million has been invested in innovative programs and technologies. Donor support also funds other capital requests, various scholarships, endowments and community programs which enhance the level of care throughout the communities we serve. As a not-for-profit network, Sutter Health philanthropy innovates care, creates vital new programs, funds clinical research, and expands access to care for our patients and their families. Specific areas of impact from philanthropy in 2021 included: . Expansion of the PAMF Cardiology Center in Fremont with a 4,000 square foot advanced cardiac lab with 6 exam rooms to serve 63% more patients from previous years. The center provides same-day test results and 2 additional EKG machines with 3D imaging to reduce wait times for patients to receive test results faster and ensure the safest treatment regimens. . Advanced Prostate Cancer Technologies using the SpaceOAR Gel Implant and Transperineal Prostate Fusion Biopsy technologies will serve prostate cancer patients across the PAMF footprint. The SpaceOAR gel protects organs from scattered radiation, reducing serious complications to nearly zero and improving urinary control and patient satisfaction. The transperineal fusion biopsy leads to more precise procedures with less infection. . Chaplaincy Expansion with a second chaplain at PAMF added to the interdisciplinary palliative care team offering spiritual assistance to patients and families coping with serious illness. Chaplains serve hundreds of patients and families through in-home visits and telephone consultations, adding a spiritual care component to serious and chronic illnesses, helping them to better navigate their personal journeys. . Surgical advancements across PAMF including a new state-of-the-art spine table in Santa Cruz allowing surgeons to perform more complex and minimally invasive back and spine treatments. A new ophthalmologic surgical system also provides extensive eye care in Santa Cruz. . Recognized by Fast Company's World Changing Ideas 2021, Scout by Sutter Health, is a mental health tool designed for youth to offer personalized, non-clinical support to manage anxiety and depression. More than 1,600 referrals have been made to date with one survey showing 95% find the content meaningful. content meaningful. |
| FORM 990, PART VI, LINE 2 | DAVID QUINCY, KEY EMPLOYEE, AND JANE VARNER, BOARD MEMBER, HAVE A FAMILY RELATIONSHIP. |
| FORM 990, PART VI, LINE 4 | IN 2021, SUTTER BAY MEDICAL FOUNDATION UPDATED ITS BYLAWS TO CHANGE THE NUMBER OF BOARD OF DIRECTORS. THE FORMER BYLAWS NOTED BETWEEN SEVENTEEN (17) TO TWENTY-FIVE (25) BOARD MEMBERS. THE AMENDED BYLAWS STATE THERE CAN BE BETWEEN NINE (9) AND NINETEEN (19) BOARD MEMBERS. |
| FORM 990, PART VI, LINES 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. |
| FORM 990, PART VI, LINE 7B | 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 MEMBER OF MANAGEMENT OF THE CORPORATION OR ANY AFFILIATED ENTITY AFTER THEIR EMPLOYMENT HAS ENDED. ANY AFFILIATED ENTITY AFTER THEIR EMPLOYMENT HAS ENDED. |
| FORM 990, PART VI, LINE 11B | 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 THER RETURN IS FILED. |
| FORM 990, PART VI, LINE 12 | 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. |
| FORM 990, PART VI, LINES 15A & 15B | 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 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. IN ORDER 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 COMPARABLE ORGANIZATIONS 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 SUTTER 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 2021 EXECUTIVE COMPENSATION APPROVAL WAS COMPLETED IN FEBRUARY 2021. |
| FORM 990, PART VI, LINE 19 | 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 THE ORGANIZATION ARE FULL-TIME EMPLOYEES (40 HOURS PER WEEK) OF SUTTER HEALTH AND THEIR SUTTER HEALTH SALARIES ARE REPORTED HEREIN. THESE INDIVIDUALS RECEIVE NO COMPENSATION FOR THEIR SERVICE AS BOARD MEMBERS OF THIS ORGANIZATION. - JAMES CONFORTI - SARAH KREVANS 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. |
| FORM 990, PART XI, LINE 9 | EQUITY TRANSFERS (NET) $ 482,024,442 K-1 ACTIVITY $ (3,603,334) PARTNERSHIP INCOME ON BOOKS $ 12,458,187 ANNUITY TRUE-UP $ (265,356) CHANGE IN SPLIT INTEREST $ 94,956 DONATED LONG LIVE ASSETS $ 30,000 STOCK & OTHER ITEMS $ 2,182,587 ------------------ TOTAL $ (471,127,402) |
| FORM 990 PART IX LINE 11G | DESCRIPTION:MEDICAL GROUP COMPENSATION TOTAL FEES:1153434498 |
| FORM 990 PART IX LINE 11G | DESCRIPTION:PROFESSIONAL FEES - PHYSICIAN TOTAL FEES:9858061 |
| FORM 990 PART IX LINE 11G | DESCRIPTION:THERAPISTS/OTHER MEDICAL TOTAL FEES:14508588 |
| FORM 990 PART IX LINE 11G | DESCRIPTION:NON-PHYSICIAN MEDICAL TOTAL FEES:24999 |
| FORM 990 PART IX LINE 11G | DESCRIPTION:NURSE REGISTRY FEES TOTAL FEES:4519954 |
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