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 | |||||
| (A)
DANBURY HOSPITAL AND NEW MILFORD HOSPITAL FOUNDATION INC |
237425557 | 7 | Yes | 0 | 0 | |
| (B)
THE DANBURY HOSPITAL |
060646597 | 3 | Yes | 0 | 0 | |
| (C)
EASTERN NEW YORK MEDICAL SERVICES PC |
455431389 | 9 | Yes | 0 | 0 | |
| (D)
HEALTH QUEST HOME CARE INC (CERTIFIED) |
141788412 | 9 | Yes | 0 | 0 | |
| (E)
HEALTH QUEST HOME CARE INC (LICENSED) |
141788410 | 9 | Yes | 0 | 0 | |
| (F)
HEALTH QUEST SYSTEMS INC |
141678068 | 9 | Yes | 0 | 0 | |
| (G)
NDH FOUNDATION |
141776208 | 7 | Yes | 0 | 0 | |
| (H)
NORTHERN DUTCHESS HOSPITAL |
141338467 | 3 | Yes | 0 | 0 | |
| (I)
NORTHERN DUTCHESS RESIDENTIAL HEALTHCARE FACILITY INC |
223129608 | 9 | Yes | 0 | 0 | |
| (J)
NORWALK HOSPITAL FOUNDATION INC |
222577707 | 7 | Yes | 0 | 0 | |
| (K)
PUTNAM HOSPITAL CENTER |
146019179 | 3 | Yes | 0 | 0 | |
| (L)
THE NORWALK HOSPITAL ASSOCIATION |
066068853 | 3 | Yes | 0 | 0 | |
| (M)
VASSAR BROTHERS HOSPITAL FOUNDATION |
141736429 | 7 | Yes | 0 | 0 | |
| (N)
VASSAR BROTHERS MEDICAL CENTER |
141338586 | 3 | Yes | 0 | 0 | |
| (O)
VASSAR HEALTH CONNECTICUT INC |
815056290 | 3 | Yes | 0 | 0 | |
| (P)
WESTERN CONNECTICUT HOME CARE INC |
060655138 | 9 | Yes | 0 | 0 | |
| (Q)
WESTERN CONNECTICUT HEALTH NETWORK AFFILIATES INC |
222594968 | 9 | Yes | 0 | 0 | |
| (R)
NUVANCE HEALTH MEDICAL PRACTICE CT INC |
061137531 | 9 | Yes | 0 | 0 | |
|
Total 18
|
0 | 0 | ||||
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 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)
![]() |
(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)
![]() |
(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) |
||||
| 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) |
||||
| 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): |
|||||
| 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 | ||||
|
2
Underdistributions, if any, for years prior to 2023 (reasonable cause required-- explain in Part VI).
See instructions. |
||||
| 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) |
||||
| 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. | ||||
|
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. |
||||
|
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. |
||||
|
7 Excess distributions carryover to 2024. Add lines 3j and 4c. |
||||
| 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 |
|---|
| Return Reference | Explanation |
|---|---|
| Schedule A, Part IV, Section A, Line 1 DESCRIPTION OF HOW SUPPORTED ORGANIZATIONS ARE DESIGNATED | THE CORPORATION WAS FORMED AS A RESULT OF THE AFFILIATION OF HEALTH QUEST SYSTEMS, INC. ("HQ") AND WESTERN CONNECTICUT HEALTH NETWORK, INC. ("WCHN") AND SERVES AS THE ULTIMATE PARENT OF THE COMBINED HOSPITAL SYSTEM. HQ OPERATES A HEALTH CARE SYSTEM PRIMARILY SERVING NEW YORK AND CONNECTICUT, AND HQ IS THE SOLE MEMBER OF FOUR LICENSED ACUTE CARE HOSPITALS AND DIRECTLY OR INDIRECTLY CONTROLS CERTAIN OTHER ENTITIES THAT PROVIDE AND SUPPORT HEALTH CARE AND HEALTH CARE-RELATED SERVICES. WCHN OPERATES A HEALTH CARE SYSTEM PRIMARILY SERVING CONNECTICUT, AND WCHN IS THE SOLE MEMBER OF TWO LICENSED ACUTE CARE HOSPITALS AND DIRECTLY OR INDIRECTLY CONTROLS CERTAIN OTHER ENTITIES THAT PROVIDE AND SUPPORT HEALTH CARE AND HEALTH CARE-RELATED SERVICES (ALL ENTITIES OF HQ AND WCHN ARE COLLECTIVELY REFERRED TO AS SYSTEM AFFILIATES). AS THE ULTIMATE PARENT OF THE HOSPITAL SYSTEM, THE CORPORATION IS DIRECTLY RESPONSIBLE FOR OVERSEEING CORE FINANCIAL AND OPERATIONAL FUNCTIONS FOR THE SYSTEM. A MAJORITY VOTE OF THE BOARD OF NUVANCE HEALTH IS REQUIRED FOR MANY ACTIONS OF NUVANCE HEALTH AS WELL AS THE VARIOUS SYSTEM AFFILIATES, INCLUDING BUT NOT LIMITED TO THE FOLLOWING: MATERIAL REVISIONS TO THE STRATEGIC PLAN; ADOPTION OR ANY MATERIAL REVISIONS TO THE CAPITAL AND OPERATING BUDGETS; CREATION OF ANY CORPORATION FOR WHICH ANY SYSTEM AFFILIATE IS THE SOLE OR CONTROLLING MEMBER/SHAREHOLDER; ADOPTION OF OR REVISIONS TO ANY SYSTEM-WIDE QUALITY, PERFORMANCE AND CREDENTIALING STANDARDS AND PROCEDURES; APPROVAL OF ALL AUDITED FINANCIAL STATEMENTS WHICH INCLUDES REVIEW OF THE SYSTEM-WIDE ACCOUNTING POLICIES AND CONTROLS AND THE SELECTION OF INDEPENDENT AUDITORS; ADOPTION OR REVISION TO POLICIES RELATING TO THE CONTROL AND SUPERVISION OF THE INVESTMENT FUNDS; ADOPTION OR AMENDMENT TO ANY QUALIFIED OR NONQUALIFIED BENEFIT PLANS; AND ADOPTION OF, REVISIONS TO AND OVERSIGHT OF ANY SYSTEM-WIDE POLICIES AND PRACTICES RELATING TO REGULATORY COMPLIANCE. SUPER-MAJORITY VOTE OF THE NUVANCE BOARD IS REQUIRED FOR OTHER ACTIONS SUCH AS A CLOSURE OR SALE OF A HOSPITAL; ANY CESSATION OF ANY SERVICE LINE; ANY CHANGE IN TAX STATUS; ANY MERGER, CONSOLIDATION, OR SIMILAR TRANSACTION; ANY AMENDMENTS TO ANY ORGANIZATIONAL DOCUMENTS OF ANY SYSTEM AFFILIATES; TERMINATION OR APPOINTMENT OF THE CEO; AND ELECTION OR REMOVAL OF ANY OFFICER OF ANY SYSTEM AFFILIATE WHO IS NOT AN EMPLOYEE OR CONTRACTOR. BY THE NUVANCE BOARD CARRYING OUT THE ABOVE DESCRIBED DUTIES AND THROUGH ATTENDANCE AT ITS REGULARLY SCHEDULED BOARD MEETINGS AS WELL AS VARIOUS BOARD COMMITTEE MEETINGS, NUVANCE HEALTH ENSURES THAT THE ACTIVITIES OF EACH SYSTEM AFFILIATE ARE FURTHERING THEIR INDIVIDUAL AND COLLECTIVE EXEMPT PURPOSES. |
| Schedule A, Part IV, Section E, Line 3a Power To Appoint/Elect Majority of Officer/Director/Trustee | PER BYLAWS 2.8 MANNER OF ACTING (A) ACTIONS REQUIRING THE MAJORITY VOTE. THE ACT OF A MAJORITY OF THE DIRECTORS PRESENT AT A MEETING AT WHICH A QUORUM IS PRESENT SHALL BE THE ACT OF THE BOARD (A "MAJORITY VOTE"), UNLESS THE PRESENCE OF OR ACT OF A GREATER NUMBER IS SPECIFICALLY REQUIRED BY THESE BYLAWS, THE CORPORATION'S CERTIFICATE OF INCORPORATION, OR THE ACT. WITHOUT LIMITING THE FOREGOING, THE FOLLOWING ACTIONS SHALL REQUIRE A MAJORITY VOTE OF THE BOARD: (XII) APPROVAL OF THE ADOPTION OF OR AMENDMENT TO THE POLICIES AND PROCEDURES GOVERNING: (A) INDEMNIFICATION OF TRUSTEES AND OFFICERS OF THE CORPORATION OR ANY SYSTEM AFFILIATE; (B) CONFLICTS OR DUALITIES OF INTEREST; AND (C) SUCH OTHER POLICIES AS THE BOARD MAY FROM TIME TO TIME DETERMINE. (XXII) ELECTION OR REMOVAL OF AN OFFICER OF THE CORPORATION OR ANY SYSTEM AFFILIATE WHO IS NOT AN EMPLOYEE OR CONTRACTOR OF THE CORPORATION OR SUCH SYSTEM AFFILIATE. |
| Schedule A, Part IV, Section E, Line 3b Substantial Direction Over Policies/Programs/Activities | PER BYLAWS 2.8 MANNER OF ACTING (A) ACTIONS REQUIRING THE MAJORITY VOTE. THE ACT OF A MAJORITY OF THE DIRECTORS PRESENT AT A MEETING AT WHICH A QUORUM IS PRESENT SHALL BE THE ACT OF THE BOARD (A "MAJORITY VOTE"), UNLESS THE PRESENCE OF OR ACT OF A GREATER NUMBER IS SPECIFICALLY REQUIRED BY THESE BYLAWS, THE CORPORATION'S CERTIFICATE OF INCORPORATION, OR THE ACT. WITHOUT LIMITING THE FOREGOING, THE FOLLOWING ACTIONS SHALL REQUIRE A MAJORITY VOTE OF THE BOARD: (XI) ADOPTION OF, REVISIONS TO AND OVERSIGHT OF ANY SYSTEM WIDE POLICIES AND PRACTICES RELATING TO REGULATORY COMPLIANCE, INCLUDING BUT NOT LIMITED TO CONTROL, SUPERVISION AND RESOLUTION OF ANY MATTERS INVOLVING LITIGATION, PRE LITIGATION DISPUTES AND COMPLIANCE INVESTIGATIONS OR PROCEEDINGS ON BEHALF OF THE CORPORATION OR ANY SYSTEM AFFILIATE. |
| Software ID: | 23017437 |
| Software Version: | 2023v6.0 |
| Return Reference | Explanation |
|---|---|
| Form 990, Part I, Line 1 DESCRIPTION OF ORGANIZATION MISSION | IMPROVE THE HEALTH OF EVERY PERSON IN OUR COMMUNITY THROUGH THE EFFICIENT DELIVERY OF EXCELLENT, INNOVATIVE AND COMPASSIONATE CARE. |
| Form 990, Part VI, Line 14 written document retention and destruction policy | THE ORGANIZATION FOLLOWS A POLICY THAT HAS BEEN REVIEWED AND APPROVED BY THE AUDIT COMMITTEE OF THE ORGANIZATION, BUT NOT THE FULL BOARD OF DIRECTORS. |
| Form 990, Part VI, Line 2 Family/business relationships amongst interested persons | SALVATORE CALTA AND STEVEN LANT - Business relationship |
| Form 990, Part VI, Line 6 Classes of members or stockholders | ON FEBRUARY 28, 2024, NUVANCE HEALTH ENTERED INTO AN AFFILIATION AGREEMENT WITH NORTHWELL HEALTH, INC. ("NORTHWELL"), PURSUANT TO WHICH NORTHWELL OR AN AFFILIATED ENTITY WOULD BECOME THE ACTIVE PARENT AND SOLE CORPORATE MEMBER OF NUVANCE HEALTH. THIS TRANSACTION WAS SUBJECT TO THE RECEIPT OF REGULATORY APPROVALS AND THE SATISFACTION OF CLOSING CONDITIONS. EFFECTIVE MAY 1, 2025, THE PARTIES CLOSED THE TRANSACTION AND NORTHWELL, INC. (WHICH IS THE ULTIMATE SOLE CORPORATE MEMBER OF NORTHWELL) BECAME THE SOLE CORPORATE MEMBER OF NORTHWELL HEALTH SYSTEM, INC., WHICH BECAME THE PARENT ENTITY OF NUVANCE HEALTH. |
| Form 990, Part VI, Line 11b Review of form 990 by governing body | THE FORMS 990 FOR NUVANCE HEALTH AND ITS AFFILIATED ENTITIES ARE PREPARED BY THE NUVANCE HEALTH TAX DEPARTMENT WITH ASSISTANCE FROM VARIOUS DEPARTMENTS THROUGHOUT THE ORGANIZATION. THE RETURNS ARE REVIEWED BY MANAGEMENT AND AN INDEPENDENT ACCOUNTING FIRM. A COMPLETE DRAFT IS THEN POSTED TO AN INTRANET SITE FOR NUVANCE HEALTH BOARD MEMBERS TO REVIEW THE RETURNS PRIOR TO FILING. THE FORMS 990 ARE THEN SIGNED AND FILED WITH THE IRS. |
| Form 990, Part VI, Line 12c Conflict of interest policy | OFFICERS, TRUSTEES/DIRECTORS, KEY EMPLOYEES AND OTHER DISQUALIFIED PERSONS ARE REQUIRED TO COMPLETE A CONFLICT OF INTEREST QUESTIONNAIRE ANNUALLY. RESPONSES ARE REVIEWED BY THE CHIEF COMPLIANCE, AUDIT & PRIVACY OFFICER. ALSO, THEY ARE REQUIRED TO DISCLOSE ANY CONFLICT TO THE BOARD OR DIRECTLY TO THE CHAIRMAN PRIOR TO ANY MEETING. AFTER A POTENTIAL CONFLICT OF INTEREST IS DISCLOSED ALONG WITH ALL RELATED MATERIAL FACTS, THE BOARD PROCEEDS TO DISCUSS AND DETERMINE THROUGH A MAJORITY VOTE OF THE DISINTERESTED MEMBERS WHETHER AN ACTUAL CONFLICT OR DUALITY OF INTEREST EXISTS. IF THE INTERESTED PERSON IS PRESENT AT THE START OF THE DISCUSSION, HE OR SHE MAY ANSWER QUESTIONS RELATED TO THE MATTER AND PROVIDE ADDITIONAL, RELEVANT FACTS BUT IS REQUIRED TO LEAVE THE MEETING DURING DELIBERATIONS REGARDING WHETHER AN ACTUAL CONFLICT OR DUALITY OF INTEREST EXISTS. |
| Form 990, Part VI, Line 15b Process to establish compensation of other employees | NUVANCE HEALTH'S EXECUTIVE TOTAL REWARDS PHILOSOPHY IS DESIGNED TO ALIGN WITH THE COMPANY'S STRATEGIC DIRECTION, AND TO REINFORCE ITS CORE MISSION, VISION AND VALUES. IN ORDER TO ACHIEVE ITS OVERALL PERFORMANCE OBJECTIVES, NUVANCE HEALTH PROVIDES TOTAL REWARDS PROGRAMS THAT RECOGNIZE EXECUTIVES FOR PERFORMING WORK WELL TO ENSURE THE ACHIEVEMENT OF COMPANY GOALS. THESE PROGRAMS SERVE TO PROMOTE THE ATTRACTION, ENGAGEMENT, AND RETENTION OF TALENTED EXECUTIVES THROUGHOUT THEIR CAREERS WITH NUVANCE HEALTH. THE TOTAL REWARDS PROGRAMS ARE DESIGNED TO BE MARKET COMPETITIVE, COMPLIANT WITH REGULATORY GUIDELINES REFLECTIVE OF BEST PRACTICES, AND DIFFERENTIATED TO CREATE STRONG COMPETITIVE ADVANTAGE. TOTAL REWARDS PROGRAMS ARE REVIEWED ON AN ONGOING BASIS TO ENSURE CONTINUED MARKET COMPETITIVENESS, RELEVANT VALUE TO EXECUTIVES, AND FISCAL RESPONSIBILITY. TOTAL REWARDS FOR NUVANCE HEALTH EXECUTIVES CONSISTS OF KEY COMPONENTS OF COMPENSATION AND BENEFITS. OVERALL EXECUTIVE REWARDS PROGRAM WILL EMPHASIZE PERFORMANCE-BASED ELEMENTS, WHEREBY TARGETED LEVELS OF COMPENSATION WILL ONLY BE ACHIEVED IF THE ORGANIZATION AND INDIVIDUAL ACHIEVE STRETCH GOALS AND OBJECTIVES. BASED ON THE LABOR MARKETS FOR TALENT FOR EXECUTIVE ROLES, NUVANCE HEALTH WILL UTILIZE A WEIGHTED BLEND OF BOTH NATIONAL COMPARABLY-SIZED HEALTH CARE PROVIDER MARKET DATA WITH A +25% GEOGRAPHIC DIFFERENTIAL APPLIED (DIFFERENTIAL TO BE VALIDATED ON A PERIODIC BASIS) AT TWO-THIRDS WEIGHT AND NATIONAL COMPARABLY-SIZED GENERAL INDUSTRY DATA, FOR IDENTIFIED ROLES WHERE SKILL SETS OVERLAP AT ONE-THIRD WEIGHT. GEOGRAPHIC DIFFERENTIAL REFLECTS THE OBSERVED AND REPORTED EXECUTIVE COMPENSATION DIFFERENTIAL BETWEEN NUVANCE HEALTH'S OPERATING REGION AND THE BROADER NATIONAL HEALTH CARE PROVIDER MARKET. NUVANCE HEALTH'S TOTAL REWARDS PHILOSOPHY AND PRACTICES ARE TARGETED AT THE 50TH PERCENTILE OF THE RELEVANT MARKET FOR BASE SALARY, AND 62.5TH PERCENTILE FOR TOTAL CASH AND TOTAL DIRECT (WHERE AVAILABLE) COMPENSATION ELEMENTS IF TARGET PERFORMANCE IS ACHIEVED UNDER VARIABLE COMPENSATION PROGRAMS. NUVANCE HEALTH'S COMMITTEE HAS DISCRETION TO POSITION INDIVIDUAL LEVELS ABOVE OR BELOW THIS TARGETED COMPETITIVE POSITIONING, BASED ON SUCH FACTORS AS POSITIONING TO MARKET, HIGH DEMAND SKILLSETS AND DIFFICULT TO FILL OR CRITICAL TO THE ORGANIZATION'S STRATEGY AND SUCCESS. OUR GOVERNANCE PROMOTES CONSISTENCY AND EQUITY; PROVIDES CLARITY AND GUIDANCE TO DECISION-MAKERS; ENSURES STANDARD PROCESSES AND PROCEDURES FOR ASSESSING, CALIBRATING, ADMINISTERING, AND DELIVERING EFFECTIVE TOTAL REWARDS THROUGHOUT THE NUVANCE HEALTH SYSTEM. OVERSIGHT AND GOVERNANCE OF THE EXECUTIVE COMPENSATION PHILOSOPHY AND PROGRAMS FOR ELIGIBLE EXECUTIVES/DISQUALIFIED INDIVIDUALS (CURRENTLY CEO, PRESIDENT AND TIERS 1 AND 2) WILL BE AT THE COMPENSATION COMMITTEE OF THE BOARD LEVEL AND WILL FOLLOW A STRUCTURED AND RIGOROUS PROCESS TO ENSURE COMPLIANCE WITH INTERMEDIATE SANCTIONS UNDER IRS GUIDELINES. COMPENSATION REVIEW AND APPROVAL PROCESS IS IDENTICAL TO THE PROCESS FOR THE CEO. An annual Letter of Reasonableness is presented to the Executive Compensation Committee of the Board of Directors by Willis Towers Watson as consultant to the Board. In this annual assessment of the reasonableness of the total remuneration packages provided to select executives, an opinion is rendered with respect to the reasonableness of potential target and maximum total remuneration provided to the included executives for each fiscal year. A bi-annual Letter of Reasonableness for physician compensation is also presented to the Executive Compensation Committee by Korn Ferry Hay as a consultant to the Board. This assessment of the reasonableness of the total remuneration packages provided to physicians is rendered with respect to the reasonableness of potential target and maximum total remuneration provided to each physician. |
| Form 990, Part VI, Line 19 Required documents available to the public | THE GOVERNING DOCUMENTS, POLICIES AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. THE DOCUMENTS ARE PROVIDED EITHER ELECTRONICALLY OR AS PAPER COPIES. IN ADDITION, CERTAIN FINANCIAL INFORMATION IS AVAILABLE ON VARIOUS WEBSITES DUE TO REGULATORY FILINGS SUCH AS THE 990 AND BOND HOLDER AGREEMENTS. |
| Form 990, Part VII, Section A ADDITIONAL INFORMATION | FOR THOSE OFFICERS AND KEY EMPLOYEES, FOR WHICH ONLY 40 HOURS IS NOTED TO REFLECT PAID HOURS, ACTUAL HOURS WORKED EXCEEDED THIS AMOUNT. NOTE: ALL AMOUNTS IN COLUMN F OF PART VII, "ESTIMATED AMOUNT OF OTHER COMPENSATION", REPRESENT BENEFITS AND DO NOT REFLECT ANY COMPENSATION FOR WHICH THE AVERAGE AMOUNT OF TIME WORKED CAN BE REFLECTED. |
| Form 990, Part VIII, Line 11d Other Miscellaneous Revenue | All Other Revenue - Total Revenue: 11342, Related or Exempt Function Revenue: 11342, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ; |
| Form 990, Part IX, Line 11g Other Fees | Physician Recruitment - Total Expense: 532598, Program Service Expense: 339471, Management and General Expenses: 193127, Fundraising Expenses: ; Purchased Services - Total Expense: 72146764, Program Service Expense: 45985461, Management and General Expenses: 26161303, Fundraising Expenses: ; |
| Form 990, Part XI, Line 9 Other changes in net assets or fund balances | NUVANCE HEALTH NETWORK TRANSFERS - -5000000; |
| Schedule F, Part I expenditures for and investments outside the U.S. | ALL INFORMATION FOR PART I, LINE 3, COLUMN (F) IS ACCOUNTED FOR ON THE AUDITED FINANCIAL STATEMENTS ON THE ACCRUAL BASIS. |
| Software ID: | 23017437 |
| Software Version: | 2023v6.0 |