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) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (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) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (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) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (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)
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(a) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (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 2023 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-2023 |
(iii) Distributable Amount for 2023 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2023 from Section C, line 6 | ||||
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2
Underdistributions, if any, for years prior to 2023 (reasonable cause required-- explain in Part VI).
See instructions. |
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| 3 Excess distributions carryover, if any, to 2023: | ||||
| a From 2018....... | ||||
| b From 2019....... | ||||
| c From 2020....... | ||||
| d From 2021....... | ||||
| e From 2022....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2023 distributable amount | ||||
|
i
Carryover from 2018 not applied (see instructions) |
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| j Remainder. Subtract lines 3g, 3h, and 3i from line 3f. | ||||
| 4Distributions for 2023 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2023 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from line 4. | ||||
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5
Remaining underdistributions for years prior to 2023, 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 2023. 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 2024. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a Excess from 2019..... | ||||
| b Excess from 2020..... | ||||
| c Excess from 2021..... | ||||
| d Excess from 2022..... | ||||
| e Excess from 2023..... | ||||
| Facts And Circumstances Test |
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| Return Reference | Explanation |
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| Software ID: | |
| Software Version: |
| Return Reference | Explanation |
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| FORM 990, PART I, LINE 1 AND PART III, LINE 1 | MISSION STATEMENT: MISSION: CARING FOR OUR PATIENTS FIRST AND OUR PEOPLE ALWAYS. VISION: TO BE THE MOST COMPREHENSIVE, INTEGRATED AND CONNECTED HEALTH SYSTEM FOR GETTING AND STAYING WELL. VALUES: EXCELLENCE - We deliver high-quality, equitable care and take on the toughest challenges. CURIOSITY - We are constantly learning and creating new ways to advance healthcare. TEAMWORK - We collaborate with humility and solve for ONE Sutter. COMPASSION - We show empathy and understanding in every personal interaction. INCLUSION - We respect our differences and similarities, and cultivate a sense of belonging. INTEGRITY - We earn trust by doing the right thing and delivering on our commitments. |
| 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 primary care and specialty care 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 PAMF 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 2023, SBMF's 1,700 affiliated physicians and 7,379 employees served 1,207,365 patients through 8,681,596 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. SBMF continues to expand and integrate services through efforts such as transplant and advanced organ therapies outreach clinics to provide care at all phases of the kidney, liver, and pancreas transplant process for patients across Northern California and Nevada. The teams coordinate care in local communities while the transplant event takes place at Sutter Health's California Pacific Medical Center in San Francisco. 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 . PAMF honored as a Top Ten Percent organization in Clinical Quality by Integrated Health Association Align Measure Perform program (IHA AMP) for our 2022 (most recent) measurement year performance. . PAMF honored as a Top Ten Percent organization in Patient Experience by Integrated Health Association Align Measure Perform program (IHA AMP) for our 2022 (most recent) measurement year performance. . Several PAMF ASCs rank in the Top 15% in California by Newsweek for 2023. (Mountain View ranks #6, Palo Alto ranks #12) . SBMF achieved Exceptional Performer (top rating) in CMS Quality Payment Program (MIPS) based on our 2022 performance . Palo Alto Medical Foundation was recognized by the Healthcare Equality Index as an LGBTQ+ Healthcare Equality Leader. This two-year designation recognizes healthcare providers who uphold policies and practices dedicated to the equitable treatment and inclusion of LGBTQ+ patients, visitors and employees. . Palo Alto Foundation Medical Group received 4.5 star rating for its overall 2022 (most recent) care of Medicare Advantage (MA) patients, as publicly reported on the Integrated Healthcare Association's (IHA) website program. . California's Office of the Patient Advocate (OPA) awards their top rating (5 stars) to PAMF-PAFMG for patient experience and 5 stars for quality in all 4 counties that we serve. . PAMF Scores in Top 10 Percent for multiple domains in the state for patient satisfaction according to our 2023 Patient Assessment Survey. 85% of the domains we score in the top quintile in the State. Participants are over 180 provider groups in California. . PAFMG exceeds the 2023 Sutter Best Practice Target on Quality with 68% metrics above 90th percentile performance Research Division The PAMF Research Institute is a nationally recognized, highly renowned research institute that continues to lead and is committed to quality research. Through our research programs, we provide our patients with the most innovative, cutting-edge therapies and advanced scientific discoveries. We serve patients from a wide geographic area in the Santa Cruz, Santa Clara, San Mateo, and Alameda counties. In 2023, PAMFRI participated in 25 clinical trials, enrolled 650 patients, and completed 2,640 study-related visits with patients. We received 112 awards and grants from federal agencies, public and private foundations, commercial sponsors, and PAMF Philanthropy awards to support the scientific discoveries and research of PAMFRI investigators and physician-scientists. Our PAMFRI Center for Health Systems Research scientists and researchers have published over 25 manuscripts. Our Clinical Principal Investigators have published numerous articles in prestigious medical journals. PAMFRI's clinical research portfolio has covered a wide range of medical and surgical specialties, including oncology, dermatology, diabetes, cardiovascular, pulmonary, orthopedics, spine surgery, gastroenterology, pain management, neurology, and infectious diseases. We have conducted research focused on a variety of diseases/health conditions such as COVID-19, diabetes, lung, liver, colorectal, gastric, ovarian, cervical, breast, prostate and other cancers, multiple sclerosis, vitiligo, low back pain, and mental health. We also have conducted research focused on patient-reported outcomes, physician-patient communication, digital health tools, lean management, physician/clinician wellbeing and burnout, survey administration and data analysis for employees. In addition, PAMFRI researchers have been co-leads in quality improvement evaluation projects in pediatric primary and urgent care. PAMFRI has received sponsorship and funding from numerous prominent organizations, including: . National Institute of Diabetes and Digestive and Kidney Diseases . National Institute for Mental Health . National Heart, Lung, and Blood Institute . National Cancer Institute . The National Center for Advancing Translational Sciences . Patient-Centered Outcomes Research Institute . Tobacco-Related Disease Research Program (State of California) . California Breast Cancer Research Program . Genentech, Eisai, Novartis, Eli Lily, Incyte and more . Biotech companies such as Lucira, Atreca, Avail and more . Palo Alto Medical Foundation Philanthropy |
| FORM 990, PART III, LINE 4A (CONTINUED) | Education Division The Health Education Division provides health education through health promotion classes, support, resources and health information at our in-person or virtual health resource centers. Our programs focus on wellness, healthy lifestyle changes, 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. Notable achievements from the past year include: . The Health Education Department provided over 40 unique health focused group classes virtually and in-person. These classes covered topics related to behavior change, disease management, fitness, prenatal & postpartum care and stress management. We provided more than 12,000 touchpoints to participants in our no-cost group education classes and more than 7,000 touchpoints to participants in our fee-based group education classes in 2023. . The Health Education Resource Centers (HERCs) offered many services on an individual level to both patients, staff and community members. We provided more than 19,000 touchpoints to patrons across Greater Silicon Valley in 2023 both in-person and virtually. In March 2023, we re-opened two HERC locations (Mountain View and Dublin) that were closed due to the pandemic. These two HERC re-openings and some Patient Educator staffing shifts into leadership roles allowed us to onboard four full-time patient educators. . In 2023, our school-based youth nutrition program (5-2-1-0) held in-person programming and our total touchpoints were 22,075. Touchpoints consisted of nutrition and physical activity education, fruit and vegetable lunch tastings, kitchen safety and cooking skills. . In 2023, the Medical Librarians answered and filled 2,481 requests for Sutter Bay, East Bay, System Offices, and Valley clinicians. Thirty-six percent (36%) were for urgent patient care or rush requests. In addition, thirty percent (30%) were for patient-related educational or research purposes. Importantly, over half of the total number of requests filled were for patient care. Furthermore, information delivery included 500 librarian-mediated literature reviews, 6,811 documents (articles, books, book chapters, online resources) and 211 reference touch points. Instruction sessions included 58 presentations and 5-Minute Librarian Consults (e.g., EndNote, One Search demonstrations, Search Strategies). Finally, 15 librarian-curated bibliographies supported the continuing medical education activities at Mills-Peninsula Medical Center and Alta Bates Medical Center to fulfill the cultural, linguistic, and implicit bias requirement. Community Benefit In 2023, SBMF provided over $75 million in services for the poor and underserved and nearly $8 million in community benefits for the broader community. In addition, each year PAMF physicians and staff donate hundreds of hours to community service. SBMF provided support to community organizations, prioritizing the Community Health Needs Assessment's (CHNA) top needs in 2023, which included access to care and delivery, behavioral health, and economic security. SBMF's community benefit efforts included a myriad of programs and benefits for the poor and underserved as well as the broader community, including but not limited to: . Monetary support to FQHCs and Community Clinics in Alameda, Santa Clara, San Mateo and Santa Cruz Counties for Access to Care and Behavioral Health initiatives . Radiology services to patients receiving care at Ravenswood Family Health Center including mammography, x-rays and ultrasounds . Physicians staffing Peninsula Healthcare Connection in Palo Alto, providing healthcare services and mental health services to the homeless and at-risk homeless . Youth mental health outreach and collaborations . 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 support groups and disease specific programs for requesting community organizations and on-site programs which are free and open to all community members . On-site clinical education programs and preceptorships for medical students, medical residents, medical fellows, nursing students, laboratory technologists, radiology technologists, pharmacy students . Monetary donations and in-kind support to local community groups and organizations . Support of the Healthier Kids Foundation's HealthFirst program which provides universal wellness screening in elementary and middle schools in Santa Clara County . Support of organizations in the East Bay that focus on economic security programs, career development, academic enrichment, financial tools, and leadership development . Support of Behavioral Health organizations in Santa Cruz County that provides family counseling programs . Support of food pantries and meal programs to increase food security and access to nutritious food . Support of culturally responsive, linguistically diverse domestic violence advocacy services . Support of hygiene banks to ensure organizations, serving the homeless and low income communities, always have access to their most basic needs . Community organization board memberships 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 2022, more than 4,300 individual donors contributed more than $27 million to fund cutting-edge research and implement programs that fall outside of our annual operations budget. In 2023, philanthropy invested more than $14.7 million to PAMF affiliates to advance patient care. This represents a 10% increase in funds invested over 2022. An additional $38 million has been earmarked for future projects in 2024 and beyond. We continue to partner 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. Philanthropy is an irreplaceable part of our not-for-profit mission and our fundraising initiatives are local by design-embracing core innovation, expanding accessibility and improving health outcomes in each of the communities we serve. Of the $14.7 million invested, $10.6 million went to support a wide range of programs for cancer, cardiology and vascular services, geriatrics and palliative care, mental health, palliative care, pediatrics and research. An additional $4.1 million was invested in capital and medical equipment to facilitate more advanced care and better outcomes for patients. The Grants & Disbursements program uses unrestricted gifts from the community to accelerate new pilot programs and bring innovative technologies to the clinic faster. In 2023 the program funded 7 proposals from across the organization, totaling just under $1 million. For the last eight years, nearly $9 million in philanthropic gifts have been directed toward improving patient care. 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 2023 included: . Parkinson's Disease Treatment Clinical Trial- PAMF began a research study for treatment of Parkinson's disease to assess feasibility of digital devices to deliver personalized, data driven care for patients with Parkinson's Disease. . Firearm Safety Task Force-creation of a PAMF clinician lead Firearm Safety Task force to develop resources and provide frontline clinician trainings that allow them to properly educate patients on the importance of firearm safety. . CardioOncology Pilot-to develop a pilot program to provide robust cardio-oncology services to cancer patients. Project will identify patients at a higher risk of developing cardiovascular complications as a result of improvements in cancer drug treatment efficacy. A nurse navigator will screen patients, monitor data and coordinate with the cardiology and oncology teams. . Enhanced ENT care-with chronic staffing shortages and wait times of 2-3 months to see a specialist, tablet based audiometers and digital otoscopes will facilitate diagnoses and inter-provider communication, reducing diagnostic delays and specialty care scheduling. |
| FORM 990, PART VI, LINE 2 | DAVID QUINCY, KEY EMPLOYEE, AND JANE VARNER, BOARD MEMBER, HAVE A FAMILY RELATIONSHIP. |
| 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. 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 THE 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 independent 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. 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 NATIONAL COMPARISONS FOR ORGANIZATIONS SIMILAR IN SIZE, SCOPE AND COMPLEXITY AS SUTTER HEALTH, ADJUSTED TO THE CALIFORNIA MARKET. THIS METHOD IS MOST APPROPRIATE SINCE IT IS A NATIONAL MARKETPLACE IN WHICH SUTTER COMPETES FOR EXECUTIVE TALENT. OFFICERS AND KEY EMPLOYEES OF THIS ORGANIZATION UNDERGO AN ANNUAL REVIEW BY THE COMPENSATION COMMITTEE OR A DELEGATED SUB-COMMITTEE. APPROVAL IS RECORDED IN THE MINUTES. THE 2023 EXECUTIVE COMPENSATION APPROVAL WAS COMPLETED IN May 2023. |
| 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 OR SUTTER BAY HOSPITALS AND THEIR SUTTER SALARIES ARE REPORTED HEREIN. THESE INDIVIDUALS RECEIVE NO COMPENSATION FOR THEIR SERVICE AS BOARD MEMBERS OF THIS ORGANIZATION. - MARK SEVCO - TODD SMITH, MD - THERESA FREI - THOMAS WARNER - JILL KACHER COBB, MD 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) $ (45,364,897) K-1 ACTIVITY $ (4,502,298) PARTNERSHIP INCOME ON BOOKS $ 13,957,813 ANNUITY TRUE-UP $ (27,730) CHANGE IN SPLIT INTEREST $ 9,952 DONATED LONG LIVE ASSETS $ 133,300 ------------------ TOTAL $ (35,793,860) |
| FORM 990 PART IX LINE 11G | DESCRIPTION:MEDICAL GROUP COMPENSATION TOTAL FEES:1291241792 |
| FORM 990 PART IX LINE 11G | DESCRIPTION:PROF FEES - PHYSICIAN TOTAL FEES:5379198 |
| FORM 990 PART IX LINE 11G | DESCRIPTION:THERAPISTS/OTHER MEDICAL TOTAL FEES:17813138 |
| FORM 990 PART IX LINE 11G | DESCRIPTION:NON-PHYSICIAN MEDICAL TOTAL FEES:11067 |
| FORM 990 PART IX LINE 11G | DESCRIPTION:NURSE REGISTRY FEES TOTAL FEES:7418866 |
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