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)
Rhode Island Hospital |
050258954 | 3 | Yes | 0 | 0 | |
| (B)
The Miriam Hospital |
050258905 | 3 | Yes | 0 | 0 | |
| (C)
Emma Pendleton Bradley Hospital |
050258806 | 3 | Yes | 0 | 0 | |
| (D)
Newport Hospital |
050258914 | 3 | Yes | 0 | 0 | |
| (E)
Gateway Healthcare Inc |
050309043 | 9 | No | 0 | 0 | |
|
Total 5
|
0 | 0 | ||||
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)
![]() |
(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 I, Line 12 Column (vi) | Brown Health, in fulfillment of its exempt function as the parent organization of the Brown Health System, provides support services to its affiliates, for which each affiliate is charged a fee equivalent to the estimated costs incurred by Brown Health in providing these services. Support services include the following: information services, risk management, legal, communications and public affairs, fundraising, facility development, strategic planning, internal audit/compliance, human resources, finance, payor contracting, and investment management. |
| Schedule A, Part IV, Section A, Line 1 Supported Orgs Listed By Name | Since the Brown Health System is a continually growing and changing group of organizations, Brown Health, as a supporting organization, has listed the Organizations it supports in its governing documents by class rather than by specific name. Brown Health's purpose as a supporting organization is to operate for the benefit of and to support: each non-profit charitable hospital or other health care entity for which Brown Health serves as sole member, as well as the subsidiaries of each hospital or other health care entity that are affiliated with Brown Health. |
| Software ID: | 23017437 |
| Software Version: | 2023v6.0 |
| Return Reference | Explanation |
|---|---|
| Form 990, Part III, Line 2 New program services | Effective July 1, 2024, Brown Health's wholly owned captive insurance company, R.I. Sound Enterprises Insurance Co. Ltd., reorganized as a domestic limited liability company organized in the District of Columbia under a new company name, R.I. Sound Enterprises Insurance Co., LLC (RISE). Brown Health is the sole member of RISE and RISE is treated as a disregarded entity for federal income tax purposes. |
| Form 990, Part V, Line 4b | During the calendar year, Brown Health held an interest in investments held in foreign countries. The countries which Brown Health held foreign investments included the Cayman Islands and Ireland. |
| Form 990, Part VI, Line 2 Business or Family Relationship of Officers, Directors, Etc. | Lawrence A. Aubin, Sr., Chairman, and Michael L. Hanna, Director, are partners in the same for-profit organization. |
| Form 990, Part VI, Line 1b | *The spouse of Phillip Kydd, Director, is an owner of The Gemini Group, LLC, which provided business consulting and advisory services. During fiscal year 2024, Rhode Island Hospital paid fees to The Gemini Group, LLC under a standard business agreement transacted at terms representative of fair market value. |
| Form 990, Part VI, Line 12c | Brown Health has a Conflict of Interest Policy that is applicable to all affiliates and administered by Brown Health's Compliance Department as follows: Each designated person subject to Brown Health's conflict of interest policy is required to provide Brown Health with an initial disclosure statement and thereafter an annual statement attesting that: (i) the designated person has read and is familiar with this policy, and (ii) the designated person and, to the best of his/her knowledge, family members, have not in the past engaged in, are not presently engaging in, or plan to engage in, any activity which contravenes this policy. If, at any time during the course of employment or association, a designated person has reason to believe that an existing or contemplated activity may contravene this policy, the person shall submit a full written description of the activity to the Brown Health Compliance Officer or the Office of the General Counsel to seek a determination as to whether the contemplated activity does or does not contravene this policy. If the activity in question involves either the Chief Executive Officer, the Senior Vice President and General Counsel, or a Trustee, a full written disclosure must be made to, and a determination sought from, the Chairman of the Board of Directors of Brown Health. Annually, the Brown Health Compliance Officer shall review and report to the Brown Health Executive Corporate Compliance Committee and to the Brown Health Audit and Compliance Committee on the administration of this policy. Failure on the part of any designated person to comply with this policy, including failure to submit in a timely fashion the conflict-of-interest disclosure statement, will be grounds for removal from his/her position and/or termination of his/her employment with Brown Health. |
| Form 990, Part VI, Line 11b Review of form 990 by governing body | THE FORM 990 IS PREPARED BY THE BROWN HEALTH FINANCE DEPARTMENT ACCOUNTING STAFF UPON COMPLETION OF BROWN HEALTH'S ANNUAL INDEPENDENT AUDIT AND IS REVIEWED BY THE CORPORATE SERVICES TAX COMPLIANCE MANAGER AND THE DIRECTOR OF FINANCE. ONCE THE DRAFT FORM 990 IS COMPLETE, THE RETURN IS PROVIDED WITH ALL SUPPORTING WORKSHEETS TO KPMG, WHICH THEN REVIEWS THE COMPLETED FORM IN DETAIL. KPMG PROVIDES THE DIRECTOR OF FINANCE WITH ANY RECOMMENDED CHANGES WHICH ARE REVIEWED, AND IF AGREED UPON, ARE INCORPORATED INTO THE RETURN. THE DRAFT FORM 990 IS THEN PROVIDED TO THE BROWN HEALTH EVP/CFO FOR FINAL MANAGEMENT REVIEW. |
| Form 990, Part VI, Line 15a Process to establish compensation of top management official | EXECUTIVE COMPENSATION Brown Health's executive compensation philosophy balances appropriate stewardship of resources and the need to be competitive in recruiting and retaining talented individuals. It incorporates market-competitive and performance-related principles, and covers the President and CEO of Brown Health as well as other officers, senior management, and key employees. Brown Health's executive compensation program complies both with law and with contemporary ethical norms, and is administered consistent with the organization's tax-exempt status under Section 501(c)(3) of the Internal Revenue Code (IRC) and the avoidance of transactions subject to intermediate sanctions under Section 4958 of the IRC. Executive compensation is also administered consistent with Brown Health's Corporate Compliance Policy on Excess Benefit Transactions. The Compensation Committee of the Brown Health Board of Directors (the Committee), comprised of disinterested Brown Health Board members, is responsible for diligent oversight of executive compensation to ensure compliance with IRC requirements. Its duties include: * Approving eligibility for participation in the executive compensation program * Approving changes in compensation for existing executive participants * Approving guidelines, such as salary ranges and contract terms, on appropriate levels of compensation for other key employees * Approving new, and modifying or terminating existing, executive compensation plans including, but not limited to, annual incentive and executive benefit plans * Approving performance objectives associated with Brown Health's annual incentive plan, including measuring points, and using verified actual performance relative to these objectives as a precondition to approving the payment of any awards under the plan * Authorizing periodic performance benchmark studies to be conducted for purposes of assessing Brown Health's performance within the healthcare industry and the degree to which total remuneration levels at Brown Health are generally commensurate with Brown Health performance relative to healthcare industry performance * Conducting an annual performance review of Brown Health's Chief Executive Officer. The Chair of the Committee conducts and documents this review, based on his/her observations and interpretation of feedback from members of the Board of Directors. * Selecting and engaging qualified, independent, third-party compensation valuation consultants that the Committee charges with rendering opinions with respect to the reasonableness and comparability of compensation as well as the comparative organizations against which compensation is assessed, in accordance with relevant sections of the IRC and Brown Health's executive compensation philosophy. Brown Health's Chief Executive Officer works closely with the Committee to make recommendations on the above topics and keep the Committee informed about contemplated compensation changes for executives and other key employees, as well as candidates for these roles. The CEO also provides periodic updates to the Committee regarding Brown Health's performance relative to compensation-related performance objectives. The Committee's deliberations and actions are documented in minutes prepared for each meeting. PROCESS FOR DETERMINING COMPENSATION Valuation of Total Cash and Total Remuneration: No less frequently than annually, the Committee receives and reviews a total cash compensation valuation of all existing executive compensation program participants prepared by its independent compensation consultant. Annually, the Committee also receives and reviews a total remuneration valuation of all existing executive compensation participants. Base Salary Actions: The CEO recommends any salary adjustments for participants in the executive compensation program, using the results of the valuation study and his/her assessment of individual performance or other pertinent information, for the Committee's consideration. New Participants in Executive Compensation Program: With respect to compensation offers for individuals expected to participate in the executive compensation program, certain members of the Brown Health CEO's leadership team work with the Committee's independent compensation consultant or rely on information previously provided by the consultant to establish a range of reasonable cash compensation within which recruitment is expected to conclude through acceptance of a reasonable compensation offer. |
| Form 990, Part VI, Line 19 Required documents available to the public | Brown Health and the Brown Health Obligated Group, which consists of Rhode Island Hospital, The Miriam Hospital, Emma Pendleton Bradley Hospital, Rhode Island Hospital Foundation, and The Miriam Hospital Foundation currently make their annual and quarterly consolidated financial statements available to the public via DAC (Digital Assurance Certification, LLC), a disclosure dissemination agent for issuers of tax-exempt bonds which electronically posts and transmits Brown Health's financial information to repositories and investors alike. In addition, copies of Brown Health's Articles of Incorporation, Bylaws, and Conflict of Interest Policy are available upon request from the office of the Brown Health EVP/CFO, either in person or by mail. |
| Form 990, Part VII, Section A | Paul J. Adler Paul J. Adler serves as Secretary of Brown Health and Affiliates, devoting 40+ hours per week to the combined organizations. As part of his responsibilities, he provides legal and administrative oversight to all of Brown Health's affiliated organizations disclosed in Schedule R. Mr. Adler's compensation was paid by Brown Health during calendar year 2023. John Fernandez John Fernandez serves as President of Brown Health and Affiliates, devoting 40+ hours per week to the combined organizations. As part of his responsibilities, he provides administrative oversight to all of Brown Health's affiliated organizations disclosed in Schedule R. Mr. Fernandez's compensation was paid by Brown Health during calendar year 2023. Ziya L. Gokaslan, MD Ziya L. Gokaslan, MD, Director, is also the Neurosurgeon-in-Chief at Rhode Island Hospital and The Miriam Hospital. As a full-time employee he devotes 40+ hours per week to the Neurosurgery service-line. His compensation is paid by Brown Health Medical Group. Eva Greenwood Eva Greenwood serves as Treasurer of Brown Health and Affiliates, devoting 40+ hours per week to the combined organizations. As part of her responsibilities, she provides financial oversight to all of Brown Health's affiliated organizations disclosed in Schedule R. Ms. Greenwood's compensation was paid by Brown Health during calendar year 2023. Peter K. Markell Peter K. Markell serves as EVP/CFO of Brown Health and Affiliates, devoting 40+ hours per week to the combined organizations. As part of his responsibilities, he provides financial oversight to all of Brown Health's affiliated organizations disclosed in Schedule R. Mr. Markell's compensation was paid by Brown Health during calendar year 2023. Cedric J. Priebe Cedric Priebe serves as SVP & Chief Information Officer of Brown Health and Affiliates, devoting 40+ hours per week to the combined organizations. As part of his responsibilities, he provides oversight to all of Brown Health's affiliated organizations disclosed in Schedule R. Mr. Priebe's compensation was paid by Brown Health during calendar year 2023. Timothy J. Babineau Timothy J. Babineau, MD, was the President & CEO of Brown Health as well as other affiliates thru June 1, 2022. As a full-time employee he devoted 40+ hours per week to these organizations. His compensation was paid by Brown Health. Todd A. Conklin Todd A. Conklin served as EVP & Chief Operating Officer of Rhode Island Hospital until April 6, 2022. As a full-time employee he devoted 40+ hours per week to this organization. Mr. Conklin's compensation was paid by Brown Health. Arthur J. Sampson Arthur J. Sampson, served as President of Brown Health and Affiliates until January 1, 2023. As a full-time employee he devoted 40+ hours per week to those organizations. His compensation is paid by Brown Health. David A. Kirshner David A. Kirshner served as EVP/CFO of Brown Health and Affiliates until November 9, 2022. During calendar year 2023 he was compensated $135,501 as part of a separation agreement with the organization. |
| Form 990, Part VII, Section A | The officers, members of executive management, and highest compensated employees disclosed in the Brown Health Form 990 for the fiscal year ended September 30, 2024 perform their roles, duties, and responsibilities not only for Brown Health but also for its four affiliated hospitals and many affiliated organizations included within the Brown Health health system. |
| Form 990, Part VIII, Line 2f Other Program Service Revenue | OTHER PROGRAM SERVICE REVENUE - Total Revenue: 1038332, Related or Exempt Function Revenue: 1038332, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ; |
| Form 990, Part XI, Line 9 Other changes in net assets or fund balances | Change in Funded Status of Pension & Other Postretirement - 1790612; Equity Transfer to Brown Health Medical Group. - -7174367; Equity Transfer to Brown Health Medical Group Primary Care - -13035942; Transfer of Net Assets of RI Sound Enterprises Insurance LLC - 54739595; |
| Form 990, Part XII, Line 2a | The Brown Health Audit and Compliance Committee assumes responsibility for oversight of the consolidated audit of Brown Health and affiliates' consolidated financial statements and the selection of Brown Health's independent accountant. |
| Schedule F, Part I | BROWN HEALTH ADMINISTERS A POOLED INVESTMENT FUND (THE POOL) ON BEHALF OF ITS AFFILIATES ORGANIZATIONS. FOR PURPOSES OF REPORTING BOTH UNRELATED BUSINESS INCOME ON FORM 990-T AND THE AGGREGATE VALUE OF FOREIGN INVESTMENTS DIRECTLY HELD BY THE POOL ON SCHEDULE F, ALL SUCH AMOUNTS HAVE BEEN INCLUDED ON THE RETURNS FILED BY BROWN HEALTH. FOR PURPOSES OF REPORTING INVESTMENT INCOME AND THE BALANCE SHEET VALUE ATTRIBUTABLE TO EACH BROWTH HEALTH AFFILIATE'S OWNERSHIP OF UNITS IN THE POOL, SUCH AMOUNTS HAVE BEEN REPORTED ON THE RESPECTIVE AFFILIATE'S RETURNS. EXPENDITURES RELATED TO FOREIGN ACTIVITIES ARE RECORDED ON THE ACCRUAL BASIS OF ACCOUNTING. |
| Schedule F, Part I INVESTMENTS | THE INVESTMENTS REPORTED ON SCHEDULE F, PART I REPRESENT BROWN UNIVERSITY ENDOWMENT INVESTMENTS DEPOSITED BY BROWN UNIVERSITY HEALTH SYSTEM AS A PARTICIPANT IN THE ENDOWMENT. THE RESPECTIVE ASSETS ARE ALLOCATED TO THE BALANCE SHEETS OF THE HOSPITALS AND FOUNDATIONS WITHIN THE SYSTEM, INCLUDING BROWN HEALTH. |
| Software ID: | 23017437 |
| Software Version: | 2023v6.0 |