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ObjectId: 201543179349308429 - Submission: 2015-11-13
TIN: 15-0584188
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.
Information about Schedule J (Form 990) and its instructions is at
www.irs.gov/form990
.
OMB No. 1545-0047
20
14
Open to Public Inspection
Name of the organization
NEWARK-WAYNE COMMUNITY HOSPITAL
Employer identification number
15-0584188
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
Yes
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), 501(c)(4), and 501(c)(29) organizations 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
No
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) 2014
Page 2
Schedule J (Form 990) 2014
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 in column(B) reported as deferred in prior Form 990
(i)
Base compensation
(ii)
Bonus & incentive compensation
(iii)
Other reportable compensation
1
ERIC BIEBER MD
CEO
(i)
(ii)
7,097
.................
94,283
0
.................
0
0
.................
0
13,199
.................
175,364
32
.................
419
20,328
.................
270,066
0
.................
0
2
MARK CLEMENT
CEO (UNTIL 11/30/14)
(i)
(ii)
37,513
.................
712,744
35,709
.................
678,464
88,442
.................
1,680,400
104,302
.................
1,981,731
228
.................
4,323
266,194
.................
5,057,662
44,150
.................
838,847
3
THOMAS R CRILLY
CFO
(i)
(ii)
15,837
.................
380,082
3,674
.................
88,165
6,193
.................
148,634
2,120
.................
50,880
291
.................
6,990
28,115
.................
674,751
0
.................
0
4
WARREN HERN
CEO (UNTIL 11/30/14)
(i)
(ii)
0
.................
765,994
0
.................
240,478
0
.................
63,525
0
.................
6,414,200
0
.................
6,016
0
.................
7,490,213
0
.................
122,673
5
ROBERT NESSELBUSH
COO
(i)
(ii)
53,492
.................
540,864
32,007
.................
323,631
50,497
.................
510,583
7,121
.................
72,004
647
.................
6,543
143,764
.................
1,453,625
30,668
.................
310,083
6
HUGH THOMAS
CAO
(i)
(ii)
37,632
.................
432,770
23,361
.................
268,647
40,447
.................
465,143
5,030
.................
57,845
612
.................
7,040
107,082
.................
1,231,445
23,049
.................
265,061
7
MICHAEL CUNNINGHAM
PHYSICIAN
(i)
(ii)
323,725
.................
0
34,708
.................
0
0
.................
0
0
.................
0
6,543
.................
0
364,976
.................
0
0
.................
0
8
EVE WILLIAMS
PHYSICIAN
(i)
(ii)
310,784
.................
0
47,335
.................
0
0
.................
0
0
.................
0
4,744
.................
0
362,863
.................
0
0
.................
0
9
JAMES SYRETT
PHYSICIAN
(i)
(ii)
270,024
.................
0
84,058
.................
0
0
.................
0
0
.................
0
500
.................
0
354,582
.................
0
0
.................
0
10
CYNTHIA MARTINEZ-CAPOLINO
PHYSICIAN
(i)
(ii)
237,663
.................
0
99,910
.................
0
0
.................
0
0
.................
0
4,164
.................
0
341,737
.................
0
0
.................
0
11
BRIAN LAUX
PHYSICIAN
(i)
(ii)
270,996
.................
0
17,030
.................
0
0
.................
0
0
.................
0
4,085
.................
0
292,111
.................
0
0
.................
0
Schedule J (Form 990) 2014
Page 3
Schedule J (Form 990) 2014
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
PART I, LINE 3
COMPENSATION OF THE ORGANIZATION'S TOP MANAGEMENT OFFICIALS INCLUDING: - ERIC BIEBER, M.D. (PRESIDENT & CEO) - THOMAS CRILLY (CFO) - MARK CLEMENT (CEO UNTIL 11/30/14) - WARREN HERN (CEO UNTIL 11/30/14) - HUGH THOMAS (CAO) - ROBERT NESSELBUSH (COO) USED THE FOLLOWING TO ESTABLISH THEIR COMPENSATION AND BENEFITS: - COMPENSATION COMMITTEE, - INDEPENDENT COMPENSATION CONSULTANT, - FORM 990 OF OTHER ORGANIZATIONS, - COMPENSATION SURVEYS AND STUDIES; - APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE. ON AN ANNUAL BASIS, THE ORGANIZATION USES AN INDEPENDENT COMPENSATION CONSULTANT TO REVIEW THE SALARIES FOR ALL EXECUTIVES TO ENSURE SUCH SALARIES ARE CONSISTENT WITH MARKET SALARIES PAID TO SIMILARLY SITUATED EXECUTIVES. IN ADDITION, A COMPENSATION COMMITTEE REVIEWS THIS INFORMATION ANNUALLY AND IT IS THEN APPROVED BY THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD. FINALLY, EXECUTIVES RECEIVE A WRITTEN LETTER OUTLINING THE SPECIFICS OF THE COMPENSATION AGREEMENT AND THEIR EXPECTED PERFORMANCE. IN 2014, DUE TO UNIQUE CIRCUMSTANCES RESULTING FROM THE COMBINATION OF RGHS & UHS TO FORM RU SYSTEM INC., D/B/A ROCHESTER REGIONAL HEALTH, AND ON BASIS OF INPUT FROM AN INDEPENDENT COMPENSATION CONSULTANT, THE LEGACY EXECUTIVE COMPENSATION COMMITTEES DETERMINED IT WAS PRUDENT TO TERMINATE, AND PAY OUT, A VARIETY OF ANNUAL AND MULTI-YEAR INCENTIVE PLANS OPERATED UNDER THE LEGACY ENTITIES. THE EXTERNAL COMPENSATION CONSULTANTS CONCLUDED THAT SUCH PAYMENTS, UNDER THE CIRCUMSTANCES, WERE REASONABLE AND CONSISTENT WITH MARKET, AND THE EARLY TERMINATION AND PAYOUT OF SUCH PLANS IN SIMILAR SITUATIONS WAS STANDARD PRACTICE.
PART I, LINES 4A-B
SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS PROVIDE BENEFITS TO CERTAIN KEY EXECUTIVE EMPLOYEES OF THE ROCHESTER GENERAL HOSPITAL. THE ORGANIZATION MAINTAINS A SECTION 457(F) PLAN WHICH WOULD BE CONSIDERED A SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN. DURING 2014, NO DISTRIBUTIONS WERE PAID OUT. THE FOLLOWING OFFICERS AND KEY EMPLOYEES LISTED IN FORM 990, PART VII, SECTION A WOULD BE ELIGIBLE PARTICIPANTS IN THE PLAN SINCE THEY WOULD BE ENTITLED TO A DISTRIBUTION UPON SEPARATION FROM SERVICE: - HUGH THOMAS - ROBERT NESSELBUSH - MARK CLEMENT
PART I, LINE 6
THE OFFICERS AND KEY EMPLOYEES ARE ELIGIBLE FOR INCENTIVE COMPENSATION CONTINGENT UPON VARIOUS PERFORMANCE INDICATORS OF THE UNITY HOSPITAL OF ROCHESTER INCLUDING NET EARNINGS AND SUCCESSFUL CONSUMMATION OF THE RGHS AND UNITY COMBINATION. UNIQUE TO 2014 AND NOT EXPECTED TO REOCCUR IN SUBSEQUENT YEARS IS THE PAY OUT OF MULTIPLE 3-YEAR LONG-TERM INCENTIVE PLANS. THE PLANS WERE TERMINATED EARLY DUE TO THE RGHS AND UNITY COMBINATION.
Schedule J (Form 990) 2014
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