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)
WEST PENN ALLEGHENY HEALTH SYSTEM INC |
250969492 | 3 | Yes | 11,400,634 | 0 | |
| (B)
CANONSBURG GENERAL HOSPITAL |
251737079 | 3 | Yes | 318,916 | 0 | |
| (C)
ALLE-KISKI MEDICAL CENTER |
251875178 | 3 | Yes | 603,649 | 0 | |
| (D)
JEFFERSON REGIONAL MEDICAL CENTER |
251260215 | 3 | Yes | 1,662,187 | 0 | |
| (E)
GROVE CITY MEDICAL CENTER |
251340370 | 3 | Yes | 334,239 | 0 | |
| (F)
SAINT VINCENT HEALTH CENTER |
250965547 | 3 | Yes | 2,237,410 | 0 | |
|
Total 6
|
16,557,035 | 0 | ||||
Calendar year
(or fiscal year beginning in)
![]() |
(a) 2020 | (b) 2021 | (c) 2022 | (d) 2023 | (e) 2024 | (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) 2020 | (b) 2021 | (c) 2022 | (d) 2023 | (e) 2024 | (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) 2020 | (b) 2021 | (c) 2022 | (d) 2023 | (e) 2024 | (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) 2020 | (b) 2021 | (c) 2022 | (d) 2023 | (e) 2024 | (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 2024 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-2024 |
(iii) Distributable Amount for 2024 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2024 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2024 (reasonable cause required-- explain in Part VI).
See instructions. |
||||
| 3 Excess distributions carryover, if any, to 2024: | ||||
| a From 2019....... | ||||
| b From 2020....... | ||||
| c From 2021....... | ||||
| d From 2022....... | ||||
| e From 2023....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2024 distributable amount | ||||
|
i
Carryover from 2019 not applied (see instructions) |
||||
| j Remainder. Subtract lines 3g, 3h, and 3i from line 3f. | ||||
| 4Distributions for 2024 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2024 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from line 4. | ||||
|
5
Remaining underdistributions for years prior to 2024, 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 2024. 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 2025. Add lines 3j and 4c. |
||||
| 8 Breakdown of line 7: | ||||
| a Excess from 2020..... | ||||
| b Excess from 2021..... | ||||
| c Excess from 2022..... | ||||
| d Excess from 2023..... | ||||
| e Excess from 2024..... | ||||
| Facts And Circumstances Test |
|---|
| Return Reference | Explanation |
|---|---|
| Schedule A, Part IV, Section A, Line 5a Added, Substituted, or Removed Sup. Org. | During 2024, the Highmark Health Board of Directors approved amendments to the organization's governing documents to include Saint Vincent Health Center (EIN: 25-0965547) and Grove City Medical Center (EIN: 25-1340370) as supported organizations. These additions were made to advance Highmark Health's mission of supporting these organizations' charitable purposes through strategic, operational, and administrative leadership. The authority for these actions is established within the organization's governing document, and the changes were enacted through formal amendments duly approved by the Board. Additionally, Saint Vincent Health System (EIN: 25-1406710) was removed from the list of supported organizations, as it does not operate a hospital and does not meet the established criteria for a supported organization. |
| Schedule A, Part IV, Section A, Line 6 Support to other supported orgs | HIGHMARK HEALTH IS THE SOLE MEMBER OF ALLEGHENY HEALTH NETWORK AND THE SOLE VOTING MEMBER OF HIGHMARK INC. HIGHMARK HEALTH EXISTS TO SUPPORT THE CHARITABLE MISSION OF ALLEGHENY HEALTH NETWORK. REFER TO SCHEDULE O FOR HIGHMARK HEALTH'S ROLE IN SUPPORTING ALLEGHENY HEALTH NETWORK. HIGHMARK HEALTH ALSO PROVIDES CERTAIN SYSTEM-WIDE ADMINISTRATIVE SERVICES TO HIGHMARK INC. HIGHMARK INC. IS A PENNSYLVANIA NONPROFIT CORPORATION AND AN INDEPENDENT LICENSEE OF THE BLUE CROSS AND BLUE SHIELD ASSOCIATION. |
| Schedule A, Part IV, Section D, Line 3 Supp. Org. Have Significant Voice In Investment Policies | MANY OF THE SUPPORTED ORGANIZATIONS' BOARD MEMBERS ALSO SERVE ON HIGHMARK HEALTH'S BOARD. THE OVERLAP OF DIRECTORS AND OFFICERS, AS WELL AS THE STRUCTURAL RELATIONSHIP OF THE ENTITIES, CAUSES THE SUPPORTED ORGANIZATIONS TO HAVE A SIGNIFICANT VOICE IN THE USE OF THE INCOME AND ASSETS OF HIGHMARK HEALTH. |
| Schedule A, Part IV, Section E, Line 2a Org. Activities Directly Further The Exempt Purposes | HIGHMARK HEALTH PROVIDES STRATEGIC, OPERATIONAL, AND ADMINISTRATIVE LEADERSHIP TO ITS SUPPORTED ORGANIZATIONS TO ENABLE THEM TO EXECUTE ON THEIR CHARITABLE MISSIONS. IF HIGHMARK HEALTH DID NOT PROVIDE THESE ACTIVITIES, EACH SUPPORTED ORGANIZATION WOULD HAVE TO UNDERTAKE THESE ACTIVITIES THEMSELVES. |
| Schedule A, Part IV, Section E, Line 2b Activities That One Or More Supp. Org. Engaged In | HIGHMARK HEALTH PROVIDES STRATEGIC, OPERATIONAL, AND ADMINISTRATIVE LEADERSHIP TO ITS SUPPORTED ORGANIZATIONS, INCLUDING THE PROVISION OF FINANCIAL, LEGAL, HUMAN RESOURCES, GOVERNMENT RELATIONS, AND PUBLIC RELATIONS SERVICES TO ITS SUPPORTED ORGANIZATIONS. IF HIGHMARK HEALTH DID NOT ENGAGE IN AND PROVIDE THE STRATEGIC AND ADMINISTRATIVE ACTIVITIES FOR OR ON BEHALF OF ITS SUPPORTED ORGANIZATIONS, EACH SUPPORTED ORGANIZATION WOULD UNDERTAKE THESE ACTIVITIES THEMSELVES SO THEY COULD CONTINUE TO OPERATE AND ACHIEVE THEIR CHARITABLE MISSIONS. |
| Software ID: | 24020961 |
| Software Version: | 2024v5.1 |
| Return Reference | Explanation |
|---|---|
| Form 990, Part VI, Line 2 Family/business relationships amongst interested persons | JOSEPH GUYAUX, DAVID BLANDINO, M.D., STEVEN HOFFMAN, NACD.DC, GREGORY JORDAN, ESQ., DAVID MALONE, AND DAVID HOLMBERG - Business relationship |
| Form 990, Part VI, Line 4 Significant changes to organizational documents | HIGHMARK HEALTH'S BYLAWS WERE AMENDED IN FEBRUARY 2024. THESE AMENDMENTS INCLUDED UPDATING THE LIST OF SUPPORTED ORGANIZATIONS BY ADDING GROVE CITY MEDICAL CENTER AND SAINT VINCENT HEALTH CENTER, AND REMOVING SAINT VINCENT HEALTH SYSTEM. IN ADDITION, THE CRITERIA FOR BOARD MEMBERSHIP WERE REVISED. SPECIFICALLY, THE REQUIREMENT THAT CERTAIN DIRECTORS BE COMMON TO OTHER AFFILIATED ORGANIZATIONS WAS REMOVED. |
| Form 990, Part VI, Line 11b Review of form 990 by governing body | THE HIGHMARK HEALTH IRS FORM 990 WAS REVIEWED BY SENIOR MANAGEMENT, THE AUDIT AND COMPLIANCE COMMITTEE, AND EXTERNAL TAX ADVISORS, AND THEN PROVIDED TO THE BOARD OF DIRECTORS FOR THEIR REVIEW PRIOR TO FILING. |
| Form 990, Part VI, Line 12c Conflict of interest policy | HIGHMARK HEALTH HAS AN INTEGRATED RISK OPERATIONS DEPARTMENT THAT MONITORS AND OVERSEES COMPLIANCE WITH THE CONFLICT OF INTEREST POLICY FOR ALL ENTITIES WITHIN THE FILING GROUP. THE FOLLOWING DESCRIBES THE MANNER IN WHICH THE INTEGRATED RISK OPERATIONS DEPARTMENT MONITORS AND OVERSEES COMPLIANCE WITH THE CONFLICT OF INTEREST POLICY: - CONFLICT OF INTEREST DISCLOSURE STATEMENTS ARE COMPLETED UPON HIRE/APPOINTMENT AND ON AN ANNUAL BASIS BY ALL BOARD MEMBERS, OFFICERS, KEY EMPLOYEES, SUPERVISORS AND ABOVE, PERSONS WITH PURCHASING AND DECISION-MAKING AUTHORITY, AND ANY OTHER EMPLOYEES AS DESIGNATED BY THE INTEGRATED RISK OPERATIONS DEPARTMENT. INDIVIDUALS ARE REQUIRED TO REPORT TO THE INTEGRATED RISK OPERATIONS DEPARTMENT THROUGHOUT THE YEAR IF CHANGES IN CIRCUMSTANCES ARISE THAT MAY GIVE RISE TO A POTENTIAL CONFLICT OF INTEREST OR CHANGE A PREVIOUSLY DISCLOSED CONFLICT. - UPON COMPLETION OF THE ABOVE DISCLOSURE STATEMENT BY ALL APPLICABLE INDIVIDUALS, THE INTEGRATED RISK OPERATIONS DEPARTMENT REVIEWS ALL DISCLOSURES. THOSE DISCLOSURE STATEMENTS THAT REQUIRE ADDITIONAL INFORMATION OR CLARIFICATION ARE CONTACTED BY THE INTEGRATED RISK OPERATIONS DEPARTMENT REQUESTING SUCH. - ONCE RECEIVED, THE INTEGRATED RISK OPERATIONS DEPARTMENT REVIEWS THE INFORMATION TO DETERMINE WHETHER A REAL OR POTENTIAL CONFLICT OF INTEREST EXISTS. AS APPLICABLE, LEGAL AND SENIOR MANAGEMENT ARE CONSULTED TO DETERMINE WHETHER A REAL OR POTENTIAL CONFLICT OF INTEREST EXISTS. WHEN A CONFLICT REQUIRES A MITIGATION PLAN, THE MITIGATION PLAN IS DEVELOPED AND APPROVED IN COORDINATION WITH THE RESPECTIVE RESPONSIBLE SENIOR MANAGEMENT. THE SENIOR MANAGERS ARE RESPONSIBLE FOR DISCUSSING THE MITIGATION PLAN WITH THE INDIVIDUAL AND MONITORING COMPLIANCE WITH THE MITIGATION PLAN. - A CONFLICT OF INTEREST/INDEPENDENCE DISCLOSURE SUMMARY REPORT OF ALL BOARD MEMBERS, OFFICERS, AND EXECUTIVE MANAGEMENT WITH REPORTABLE DISCLOSURES IS PROVIDED TO THE AUDIT AND COMPLIANCE COMMITTEE OF THE BOARD OF HIGHMARK HEALTH AS WELL AS THE BOARD OF DIRECTORS OF HIGHMARK HEALTH. |
| Form 990, Part VI, Line 15a Process to establish compensation of top management official | HIGHMARK HEALTH CORPORATE FOLLOWS A PROCESS FOR DETERMINING COMPENSATION FOR EXECUTIVE POSITIONS (INCLUDING OFFICERS, KEY EMPLOYEES AND OTHER MANAGEMENT POSITIONS) AND ARE COVERED BY THE HIGHMARK HEALTH EXECUTIVE COMPENSATION POLICY. THE POLICY WAS APPROVED BY THE HIGHMARK HEALTH BOARD OF DIRECTORS. IT IS THE POLICY OF HIGHMARK HEALTH MANAGEMENT TO COMPENSATE ITS EXECUTIVES IN ACCORDANCE WITH THE MARKET AND IN RELATION TO THE EXPERIENCE, SERVICE AND ACCOMPLISHMENTS OF THE INDIVIDUAL BOTH PRIOR TO AND DURING THEIR SERVICE WITH HIGHMARK HEALTH. THE COMPENSATION AND HUMAN RESOURCES COMMITTEE (C&HR) RECOMMENDS AND THE HIGHMARK HEALTH BOARD APPROVES THE COMPENSATION FOR THE PRESIDENT AND CEO OF HIGHMARK HEALTH. THE C&HR COMMITTEE APPROVES THE COMPENSATION OF ALL SENIOR EXECUTIVES WHO REPORT DIRECTLY TO THE PRESIDENT AND CEO OF HIGHMARK HEALTH, THE COMPENSATION OF THE PRESIDENT AND CEO OF AHN AND ALL EXECUTIVE OFFICERS OF THE ENTERPRISE WHO HAVE A BUSINESS TITLE OF EXECUTIVE VICE PRESIDENT. THE C&HR COMMITTEE USES COMPARABILITY DATA PROVIDED BY AN INDEPENDENT COMPENSATION CONSULTANT. THE EXTERNAL CONSULTANT PROVIDES A LETTER OF REASONABILITY FOR ALL OFFERS MADE TO NEW EXECUTIVES THAT REPORT TO THE HIGHMARK HEALTH CEO, AHN CEO AND THE EXECUTIVE DIRECT REPORTS OF EACH. EACH C&HR COMMITTEE MEMBER APPROVING A SENIOR EXECUTIVE'S COMPENSATION ARRANGEMENT ENSURES THAT HE OR SHE HAS NO CONFLICT OF INTEREST, INCLUDING THAT HE OR SHE (A) DOES NOT ECONOMICALLY BENEFIT FROM THE PROPOSED EMPLOYMENT; (B) DOES NOT RECEIVE COMPENSATION SUBJECT TO THE APPROVAL OF THE PROPOSED EMPLOYEE; AND (C) HAS NO MATERIAL FINANCIAL INTEREST AFFECTED BY THE TRANSACTION. HIGHMARK HEALTH MANAGEMENT, IN COORDINATION WITH THE INDEPENDENT CONSULTANT TO THE HIGHMARK HEALTH C&HR COMMITTEE OBTAINS APPROPRIATE MARKET COMPARABILITY DATA FOR EACH ENTITY, INCLUDING NATIONALLY PUBLISHED COMPENSATION SURVEYS AND/OR SPECIFIC ORGANIZATION PEER GROUPS, TO PREPARE COMPENSATION RECOMMENDATIONS FOR ALL KEY EXECUTIVES, INCLUDING OFFICERS, KEY EMPLOYEES, AND OTHER DISQUALIFIED PERSONS. RECOMMENDATIONS ARE REVIEWED AND APPROVED BY A COMMITTEE THAT IS INDEPENDENT WITH RESPECT TO THE COMPENSATION PROVIDED TO THE EXECUTIVES. COMPENSATION MAY INCLUDE SEVERAL FORMS OF CASH COMPENSATION, INCLUDING BASE SALARY, PERFORMANCE-BASED INCENTIVE COMPENSATION AND A COMPETITIVE EMPLOYEE BENEFITS PROGRAM. BASE SALARY IS THE FIXED ELEMENT OF COMPENSATION INTENDED TO ALIGN WITH EACH EXECUTIVE'S ROLE, RESPONSIBILITIES, OVERALL PERFORMANCE AND OTHER CONTRIBUTIONS. INCENTIVE COMPENSATION IS USED TO PROVIDE VARIABLE OR "AT RISK" COMPENSATION BASED ON THE PERFORMANCE OF BOTH THE EXECUTIVE AND THE ORGANIZATION. EXECUTIVES CAN EARN INCENTIVE COMPENSATION ONLY IF THE ORGANIZATION ACHIEVES CERTAIN PRE-DETERMINED FINANCIAL AND NON-FINANCIAL GOALS. THE PLANS ARE INTENDED TO HOLD EXECUTIVES ACCOUNTABLE FOR ACHIEVING PERFORMANCE THAT IS CONSISTENT WITH THE SHORT-TERM AND LONG-TERM GOALS AND OBJECTIVES OF THE ORGANIZATION. HIGHMARK HEALTH FOLLOWS THE REQUIREMENT IN THE REGULATIONS TO COMPLY WITH THE REBUTTABLE PRESUMPTION OF THE REASONABLENESS OF COMPENSATION. |
| Form 990, Part VI, Line 15b Process to establish compensation of other employees | HIGHMARK HEALTH CORPORATE FOLLOWS A PROCESS FOR DETERMINING COMPENSATION FOR EXECUTIVE POSITIONS (INCLUDING OFFICERS, KEY EMPLOYEES AND OTHER MANAGEMENT POSITIONS) AND ARE COVERED BY THE HIGHMARK HEALTH EXECUTIVE COMPENSATION POLICY. THE POLICY WAS APPROVED BY THE HIGHMARK HEALTH BOARD OF DIRECTORS. IT IS THE POLICY OF HIGHMARK HEALTH MANAGEMENT TO COMPENSATE ITS EXECUTIVES IN ACCORDANCE WITH THE MARKET AND IN RELATION TO THE EXPERIENCE, SERVICE AND ACCOMPLISHMENTS OF THE INDIVIDUAL BOTH PRIOR TO AND DURING THEIR SERVICE WITH HIGHMARK HEALTH. THE COMPENSATION AND HUMAN RESOURCES COMMITTEE (C&HR) RECOMMENDS AND THE HIGHMARK HEALTH BOARD APPROVES THE COMPENSATION FOR THE PRESIDENT AND CEO OF HIGHMARK HEALTH. THE C&HR COMMITTEE APPROVES THE COMPENSATION OF ALL SENIOR EXECUTIVES WHO REPORT DIRECTLY TO THE PRESIDENT AND CEO OF HIGHMARK HEALTH, THE COMPENSATION OF THE PRESIDENT AND CEO OF AHN AND ALL EXECUTIVE OFFICERS OF THE ENTERPRISE WHO HAVE A BUSINESS TITLE OF EXECUTIVE VICE PRESIDENT. THE C&HR COMMITTEE USES COMPARABILITY DATA PROVIDED BY AN INDEPENDENT COMPENSATION CONSULTANT. THE EXTERNAL CONSULTANT PROVIDES A LETTER OF REASONABILITY FOR ALL OFFERS MADE TO NEW EXECUTIVES THAT REPORT TO THE HIGHMARK HEALTH CEO, AHN CEO AND THE EXECUTIVE DIRECT REPORTS OF EACH. EACH C&HR COMMITTEE MEMBER APPROVING A SENIOR EXECUTIVE'S COMPENSATION ARRANGEMENT ENSURES THAT HE OR SHE HAS NO CONFLICT OF INTEREST, INCLUDING THAT HE OR SHE (A) DOES NOT ECONOMICALLY BENEFIT FROM THE PROPOSED EMPLOYMENT; (B) DOES NOT RECEIVE COMPENSATION SUBJECT TO THE APPROVAL OF THE PROPOSED EMPLOYEE; AND (C) HAS NO MATERIAL FINANCIAL INTEREST AFFECTED BY THE TRANSACTION. HIGHMARK HEALTH MANAGEMENT, IN COORDINATION WITH THE INDEPENDENT CONSULTANT TO THE HIGHMARK HEALTH C&HR COMMITTEE OBTAINS APPROPRIATE MARKET COMPARABILITY DATA FOR EACH ENTITY, INCLUDING NATIONALLY PUBLISHED COMPENSATION SURVEYS AND/OR SPECIFIC ORGANIZATION PEER GROUPS, TO PREPARE COMPENSATION RECOMMENDATIONS FOR ALL KEY EXECUTIVES, INCLUDING OFFICERS, KEY EMPLOYEES, AND OTHER DISQUALIFIED PERSONS. RECOMMENDATIONS ARE REVIEWED AND APPROVED BY A COMMITTEE THAT IS INDEPENDENT WITH RESPECT TO THE COMPENSATION PROVIDED TO THE EXECUTIVES. COMPENSATION MAY INCLUDE SEVERAL FORMS OF CASH COMPENSATION, INCLUDING BASE SALARY, PERFORMANCE-BASED INCENTIVE COMPENSATION AND A COMPETITIVE EMPLOYEE BENEFITS PROGRAM. BASE SALARY IS THE FIXED ELEMENT OF COMPENSATION INTENDED TO ALIGN WITH EACH EXECUTIVE'S ROLE, RESPONSIBILITIES, OVERALL PERFORMANCE AND OTHER CONTRIBUTIONS. INCENTIVE COMPENSATION IS USED TO PROVIDE VARIABLE OR "AT RISK" COMPENSATION BASED ON THE PERFORMANCE OF BOTH THE EXECUTIVE AND THE ORGANIZATION. EXECUTIVES CAN EARN INCENTIVE COMPENSATION ONLY IF THE ORGANIZATION ACHIEVES CERTAIN PRE-DETERMINED FINANCIAL AND NON-FINANCIAL GOALS. THE PLANS ARE INTENDED TO HOLD EXECUTIVES ACCOUNTABLE FOR ACHIEVING PERFORMANCE THAT IS CONSISTENT WITH THE SHORT-TERM AND LONG-TERM GOALS AND OBJECTIVES OF THE ORGANIZATION. HIGHMARK HEALTH FOLLOWS THE REQUIREMENT IN THE REGULATIONS TO COMPLY WITH THE REBUTTABLE PRESUMPTION OF THE REASONABLENESS OF COMPENSATION. |
| Form 990, Part VI, Line 19 Required documents available to the public | HIGHMARK HEALTH DOES NOT MAKE ITS GOVERNING DOCUMENTS OR CONFLICT OF INTEREST POLICY PUBLICLY AVAILABLE. HIGHMARK HEALTH'S AUDITED FINANCIAL STATEMENTS ARE INCLUDED IN A CONSOLIDATED HEALTH SYSTEM STATEMENT AND ARE AVAILABLE UPON REQUEST AND WITH CFO APPROVAL. |
| Form 990, Part XI, Line 9 Other changes in net assets or fund balances | EQUITY TRANSFERS FROM SUBSIDIARIES & OTHER - 36086624; Total - 36086624; |
| Form 990, Part IX, Statement of Functional Expenses | PURSUANT TO TREASURY REGULATION SECTION 1.6033-2(D)(5), HIGHMARK HEALTH HAS ELECTED TO REPORT COMPENSATION AND SCHEDULE J OTHER INFORMATION ABOUT OFFICERS, DIRECTORS, TRUSTEES, KEY EMPLOYEES AND CERTAIN HIGHLY PAID EMPLOYEES ON A CONSOLIDATED BASIS FOR ALL MEMBERS OF THE HIGHMARK HEALTH GROUP, INCLUDING THIS PARENT ORGANIZATION THAT IS THE CENTRAL ORGANIZATION OF THE GROUP, ON THE RETURN OF THE HIGHMARK GROUP RETURN. HIGHMARK HEALTH CONTINUES TO REPORT ITS SHARE OF FUNCTIONAL EXPENSES ON A STANDALONE BASIS ON PART IX. |
| Form 990, Part VII, Section A and B | THIS STATEMENT SERVES AS A REQUEST FOR CONSENT PURSUANT TO REGULATION SECTION 1.6033-2(D)(5). DUE TO THE LACK OF AN ESTABLISHED PROCESS, THE TAXPAYER IS NOTIFYING THE COMMISSIONER IN THIS MANNER. PART VII, SECTION A AND B COMPENSATION OF OFFICERS, TRUSTEES, KEY EMPLOYEES, AND HIGHEST PAID EMPLOYEES SECTION A: PURSUANT TO TREASURY REGULATION SECTION 1.6033-2(D)(5), HIGHMARK HEALTH HAS ELECTED TO REPORT COMPENSATION AND SCHEDULE J OTHER INFORMATION ABOUT OFFICERS, DIRECTORS, TRUSTEES, KEY EMPLOYEES AND CERTAIN OTHER HIGHLY PAID EMPLOYEES ON A CONSOLIDATED BASIS FOR ALL OF THE MEMBERS OF THE HIGHMARK HEALTH GROUP, INCLUDING THIS PARENT ORGANIZATION THAT IS THE SPONSOR OF CENTRAL ORGANIZATION OF THE GROUP, ON THE RETURN OF HIGHMARK HEALTH GROUP (EIN: 82-1406555). SECTION B: PURSUANT TO TREASURY REGULATIONS SECTION 1.6033-2(D)(5), HIGHMARK HEALTH HAS ELECTED TO REPORT CERTAIN PROFESSIONAL CONTRACTORS AND CERTAIN OTHER CONTRACTORS ON A CONSOLIDATED BASIS FOR ALL OF THE MEMBERS OF THE HIGHMARK HEALTH GROUP, INCLUDING THIS PARENT ORGANIZATION THAT IS THE SPONSOR ORGANIZATION OF THE GROUP, ON THE RETURN OF HIGHMARK HEALTH GROUP (EIN: 82-1406555). |
| Form 990, PART VIII STATEMENT OF REVENUE | LINE 1 CONTRIBUTIONS AND GRANTS: PURSUANT TO TREASURY REGULATION SECTION 1.6033-2(D)(5), HIGHMARK HEALTH HAS ELECTED TO REPORT INFORMATION RELATED TO ITS CONTRIBUTIONS AND GRANTS RECEIVED ON A CONSOLIDATED BASIS FOR ALL THE MEMBERS OF THE HIGHMARK HEALTH GROUP, INCLUDING THIS PARENT ORGANIZATION THAT IS THE SPONSOR ORGANIZATION OF THE GROUP, ON THE RETURN OF HIGHMARK HEALTH GROUP (EIN: 82-1406555). |
| Software ID: | 24020961 |
| Software Version: | 2024v5.1 |