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ObjectId: 201433189349306158 - Submission: 2014-11-14
TIN: 22-2230681
Schedule J
(Form 990)
Department of the Treasury
Internal Revenue Service
Compensation Information
For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
Complete if the organization answered "Yes" to Form 990, Part IV, line 23.
Attach to Form 990.
See separate instructions.
Information about Schedule J (Form 990) and its instructions is at
www.irs.gov/form990
.
OMB No. 1545-0047
20
13
Open to Public Inspection
Name of the organization
CAPITAL HEALTH SYSTEM FOUNDATION INC
Employer identification number
22-2230681
Part I
Questions Regarding Compensation
Yes
No
1a
Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.
First-class or charter travel
Housing allowance or residence for personal use
Travel for companions
Payments for business use of personal residence
Tax idemnification and gross-up payments
Health or social club dues or initiation fees
Discretionary spending account
Personal services (e.g., maid, chauffeur, chef)
b
If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain
1b
2
Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked in line 1a?
..
2
3
Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.
Compensation committee
Written employment contract
Independent compensation consultant
Compensation survey or study
Form 990 of other organizations
Approval by the board or compensation committee
4
During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:
a
Receive a severance payment or change-of-control payment?
................
4a
No
b
Participate in, or receive payment from, a supplemental nonqualified retirement plan?
.........
4b
Yes
c
Participate in, or receive payment from, an equity-based compensation arrangement?
.........
4c
No
If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.
Only 501(c)(3) and 501(c)(4) organizations only must complete lines 5-9.
5
For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:
a
The organization?
...........................
5a
No
b
Any related organization?
5b
No
If "Yes," to line 5a or 5b, describe in Part III.
6
For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:
a
The organization?
6a
No
b
Any related organization?
6b
No
If "Yes," to line 6a or 6b, describe in Part III.
7
For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III
............
7
Yes
8
Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III
.............................
8
No
9
If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)?
.........................
9
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50053T
Schedule J (Form 990) 2013
Page 2
Schedule J (Form 990) 2013
Page
2
Part II
Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees.
Use duplicate copies if additional space is needed.
For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note.
The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.
(A)
Name and Title
(B)
Breakdown of W-2 and/or 1099-MISC compensation
(C)
Retirement and other deferred compensation
(D)
Nontaxable
benefits
(E)
Total of columns
(B)(i)-(D)
(F)
Compensation
reported as deferred
in prior Form 990
(i)
Base compensation
(ii)
Bonus & incentive compensation
(iii)
Other reportable compensation
1
LOUIS F DAMELIO MD
TRUSTEE
(i)
(ii)
0
836,025
0
7,500
0
1,311
0
3,051
0
21,646
0
869,533
0
0
2
AL MAGHAZEHE PHD FACHE
TRUSTEE - PRESIDENT/CEO
(i)
(ii)
0
1,005,297
0
441,827
0
29,023
0
463,376
0
17,517
0
1,957,040
0
0
Schedule J (Form 990) 2013
Page 3
Schedule J (Form 990) 2013
Page
3
Part III
Supplemental Information
Provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II.
Also complete this part for any additional information.
Return Reference
Explanation
SCHEDULE J, PART I; QUESTION 3
THE ORGANIZATION IS AN AFFILIATE WITHIN CAPITAL HEALTH SYSTEM AND AFFILIATES ("SYSTEM"); A TAX-EXEMPT INTEGRATED HEALTHCARE DELIVERY SYSTEM. CAPITAL HEALTH SYSTEM, INC. ("CHS") IS THE TAX-EXEMPT PARENT ENTITY OF THE SYSTEM. THIS FILING ORGANIZATION ITSELF HAS NO PAID SENIOR MANAGEMENT PERSONNEL RECEIVING COMPENSATION DIRECTLY FROM THIS ORGANIZATION. RATHER, KEY SENIOR MANAGEMENT PERSONNEL, INCLUDING THE PRESIDENT/CHIEF EXECUTIVE OFFICER, ARE EMPLOYED BY CHS; THE TAX-EXEMPT HOSPITAL WITHIN THE HEALTHCARE SYSTEM. HOWEVER, THE COMPENSATION AND BENEFITS OF THESE INDIVIDUALS ARE SHOWN ON THIS TAX RETURN BECAUSE THEY ARE ALSO EITHER OFFICERS AND/OR BOARD MEMBERS OF THIS ORGANIZATION. ACCORDINGLY, THE HOSPITAL'S BOARD OF TRUSTEES HAS AN EXECUTIVE COMPENSATION COMMITTEE ("COMMITTEE"). THE COMMITTEE HAS ADOPTED A WRITTEN EXECUTIVE COMPENSATION PHILOSOPHY WHICH IT FOLLOWS WHEN IT REVIEWS AND APPROVES OF THE COMPENSATION AND BENEFITS OF THE HOSPITAL'S SENIOR MANAGEMENT, INCLUDING THE PRESIDENT/CHIEF EXECUTIVE OFFICER. THE COMMITTEE REVIEWS THE "TOTAL COMPENSATION" OF THE INDIVIDUALS WHICH IS INTENDED TO INCLUDE BOTH CURRENT AND DEFERRED COMPENSATION AND ALL EMPLOYEE BENEFITS, BOTH QUALIFIED AND NON-QUALIFIED. THE COMMITTEE'S REVIEW IS DONE ON AT LEAST AN ANNUAL BASIS AND ENSURES THAT THE "TOTAL COMPENSATION" OF SENIOR MANAGEMENT IS REASONABLE. THE ACTIONS TAKEN BY THE COMMITTEE ENABLE THE HOSPITAL TO RECEIVE THE REBUTTABLE PRESUMPTION OF REASONABLENESS FOR PURPOSES OF INTERNAL REVENUE CODE SECTION 4958 WITH RESPECT TO THE TOTAL COMPENSATION OF CERTAIN MEMBERS OF THE SENIOR MANAGEMENT TEAM, INCLUDING THE PRESIDENT/CHIEF EXECUTIVE OFFICER. THE THREE FACTORS WHICH MUST BE SATISFIED IN ORDER TO RECEIVE THE REBUTTABLE PRESUMPTION OF REASONABLENESS ARE THE FOLLOWING: 1. THE COMPENSATION ARRANGEMENT IS APPROVED IN ADVANCE BY AN "AUTHORIZED BODY" OF THE APPLICABLE TAX-EXEMPT ORGANIZATION WHICH IS COMPOSED ENTIRELY OF INDIVIDUALS WHO DO NOT HAVE A "CONFLICT OF INTEREST" WITH RESPECT TO THE COMPENSATION ARRANGEMENT; 2. THE AUTHORIZED BODY OBTAINED AND RELIED UPON "APPROPRIATE DATA AS TO COMPARABILITY" PRIOR TO MAKING ITS DETERMINATION; AND 3. THE AUTHORIZED BODY "ADEQUATELY DOCUMENTED THE BASIS FOR ITS DETERMINATION" CONCURRENTLY WITH MAKING THAT DETERMINATION. THE COMMITTEE IS COMPRISED OF MEMBERS OF THE BOARD OF TRUSTEES EACH OF WHO ARE INDEPENDENT AND ARE FREE FROM ANY CONFLICTS OF INTEREST. THE COMMITTEE RELIED UPON APPROPRIATE COMPARABLE DATA; SPECIFICALLY THE COMMITTEE OBTAINED A WRITTEN COMPENSATION STUDY FROM AN INDEPENDENT FIRM WHICH SPECIALIZES IN THE REVIEWING OF HOSPITAL AND HEALTHCARE SYSTEM EXECUTIVE COMPENSATION AND BENEFITS THROUGHOUT THE UNITED STATES. THIS STUDY USED COMPARABLE GEOGRAPHIC AND DEMOGRAPHIC MARKET DATA INCLUDING BUT NOT LIMITED TO SIMILAR SIZED HOSPITALS, # OF LICENSED BEDS AND NET PATIENT SERVICE REVENUE. THE COMMITTEE ADEQUATELY DOCUMENTED ITS BASIS FOR ITS DETERMINATION THROUGH THE TIMELY PREPARATION OF WRITTEN MINUTES OF THE COMPENSATION COMMITTEE MEETINGS DURING WHICH THE EXECUTIVE COMPENSATION AND BENEFITS WAS REVIEWED AND SUBSEQUENTLY APPROVED. THE ACTIONS OUTLINED ABOVE WITH RESPECT TO THE COMMITTEE AND THE ESTABLISHMENT OF THE REBUTTABLE PRESUMPTION OF REASONABLENESS ONLY APPLIES TO CERTAIN SENIOR MANAGEMENT PERSONNEL INCLUDING, BUT NOT LIMITED TO, THE PRESIDENT/CHIEF EXECUTIVE OFFICER. THE COMPENSATION AND BENEFITS OF THE OTHER INDIVIDUALS CONTAINED IN THIS FORM 990 ARE REVIEWED ANNUALLY BY THE PRESIDENT/CHIEF EXECUTIVE OFFICER WITH ASSISTANCE FROM ORGANIZATION'S HUMAN RESOURCES DEPARTMENT IN CONJUNCTION WITH THE INDIVIDUAL'S JOB PERFORMANCE DURING THE YEAR AND IS BASED UPON OTHER OBJECTIVE FACTORS DESIGNED TO ENSURE THAT REASONABLE AND FAIR MARKET VALUE COMPENSATION IS PAID BY THE HOSPITAL. OTHER OBJECTIVE FACTORS INCLUDE MARKET SURVEY DATA FOR COMPARABLE POSITIONS, INDIVIDUAL GOALS AND OBJECTIVES, PERSONNEL REVIEWS, EVALUATIONS, SELF-EVALUATIONS AND PERFORMANCE FEEDBACK MEETINGS.
SCHEDULE J, PART I; QUESTION 4B
THE DEFERRED COMPENSATION AMOUNT IN COLUMN C FOR THE FOLLOWING INDIVIDUAL INCLUDES UNVESTED BENEFITS IN AN INTERNAL REVENUE CODE SECTION 457(F) PLAN (NON-QUALIFIED DEFERRED COMPENSATION PLAN) WHICH ARE SUBJECT TO A SUBSTANTIAL RISK OF COMPLETE FORFEITURE. ACCORDINGLY, THE INDIVIDUAL MAY NEVER ACTUALLY RECEIVE THIS UNVESTED BENEFIT AMOUNT. THE AMOUNT OUTLINED HEREIN WAS NOT INCLUDED IN THE INDIVIDUAL'S 2013 FORM W-2, BOX 5, AS TAXABLE MEDICARE WAGES: AL MAGHAZEHE, PH.D., FACHE, $456,551.
SCHEDULE J, PART I; QUESTION 7
AN INDIVIDUAL INCLUDED IN SCHEDULE J, PART II RECEIVED AN INCENTIVE AWARD DURING CALENDAR YEAR 2013 WHICH THE INCENTIVE AWARD WAS INCLUDED IN COLUMN B (II) HEREIN AND IN THE INDIVIDUAL'S 2013 FORM W-2, BOX 5, AS TAXABLE MEDICARE WAGES. THIS INCENTIVE AWARD WAS GIVEN PURSUANT TO THE ORGANIZATION'S 2013 INCENTIVE COMPENSATION PLAN ("ICP"), APPROVED BY THE BOARD COMPENSATION COMMITTEE, BASED ON ACHIEVEMENT OF PRE-ESTABLISHED SYSTEM-WIDE AND BUSINESS UNIT PERFORMANCE CRITERIA AND METRICS, AS WELL AS MEETING OR EXCEEDING SPECIFIC PERFORMANCE ON "CIRCUIT BREAKERS". THE ICP IS AN EXTREMELY ROBUST INCENTIVE PLAN AND IS AN INTEGRAL COMPONENT OF CAPITAL'S EXECUTIVE COMPENSATION PACKAGE. THE BOARD COMPENSATION COMMITTEE USES THE ICP AS A MECHANISM TO REWARD PERFORMANCE AGAINST ESTABLISHED KEY PERFORMANCE REQUIREMENTS, WHILE MAINTAINING APPROPRIATE SAFEGUARDS. THE GOALS COVER FINANCIAL AND OPERATIONAL METRICS AND ARE DEFINED EACH YEAR, BASED ON THE DESIRED CONCENTRATION REQUIRED BY THE COMMITTEE. THE COMMITTEE UNDERTAKES A QUARTERLY REVIEW OF PERFORMANCE TOWARDS ACHIEVEMENT OF EACH GOAL, WHICH ALLOWS THE BOARD TO MAINTAIN COMPLETE KNOWLEDGE OF HOW KEY PROJECTS ARE BEING HANDLED AND TO MAKE ADJUSTMENTS, IF NECESSARY. PLEASE REFER TO THIS SECTION OF THE FORM 990, SCHEDULE J FOR THIS INFORMATION.
Schedule J (Form 990) 2013
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