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ObjectId: 201610479349301481 - Submission: 2016-02-16
TIN: 23-7426300
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
LEGACY HEALTH
Employer identification number
23-7426300
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
Yes
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
Yes
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), 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
Yes
b
Any related organization?
5b
Yes
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
Yes
b
Any related organization?
.........................
6b
Yes
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
Yes
9
If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)?
.........................
9
Yes
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
AMY CHAUMETON MD
DIRECTOR
(i)
(ii)
262,756
.................
24,557
.................
33,030
.................
27,560
.................
17,170
.................
365,073
.................
.................
2
ANTHONY J MELARAGNO MD
VP
(i)
(ii)
379,652
.................
106,322
.................
82,592
.................
58,079
.................
28,185
.................
654,830
.................
76,676
.................
3
CAROL A BRADLEY
SR VP
(i)
(ii)
344,043
.................
93,779
.................
36,373
.................
36,151
.................
32,493
.................
542,839
.................
15,514
.................
4
EDWIN C STREETER
VP
(i)
(ii)
64,522
.................
26,892
.................
111,536
.................
.................
12,211
.................
215,161
.................
.................
5
EVE L LOGSDON
DIRECTOR
(i)
(ii)
198,678
.................
25,441
.................
-3,296
.................
20,197
.................
26,028
.................
267,048
.................
.................
6
EVERETT NEWCOMB III MD
SR VP
(i)
(ii)
606,737
.................
349,297
.................
92,850
.................
56,321
.................
30,510
.................
1,135,715
.................
228,349
.................
7
GEORGE J BROWN MD
President & CEO
(i)
(ii)
997,238
.................
686,859
.................
132,535
.................
109,138
.................
56,203
.................
1,981,973
.................
422,154
.................
8
JOHN J KENAGY
SR VP
(i)
(ii)
378,705
.................
99,452
.................
1,670
.................
27,000
.................
28,510
.................
535,337
.................
.................
9
JON J HERSEN
VP
(i)
(ii)
192,999
.................
34,505
.................
-10,411
.................
18,646
.................
26,765
.................
262,504
.................
.................
10
JOSEPH O'BRIEN
ASST GEN COUNSEL
(i)
(ii)
185,846
.................
24,182
.................
-1,640
.................
18,380
.................
24,976
.................
251,744
.................
.................
11
LARRY HILL
DIRECTOR
(i)
(ii)
213,542
.................
27,351
.................
39,251
.................
16,493
.................
8,732
.................
305,369
.................
.................
12
LEWIS L LOW MD
SR VP
(i)
(ii)
432,039
.................
116,884
.................
53,859
.................
46,024
.................
28,087
.................
676,893
.................
11,647
.................
13
LINDA S HOFF
CFO & TREASURER
(i)
(ii)
462,510
.................
.................
19,782
.................
20,754
.................
36,202
.................
539,248
.................
.................
14
MAUREEN A BRADLEY
SR VP
(i)
(ii)
241,134
.................
53,535
.................
1,035
.................
22,435
.................
22,914
.................
341,053
.................
.................
15
MICHAEL TEWFIK MD
DIRECTOR
(i)
(ii)
222,033
.................
8,791
26,261
.................
-1,706
.................
-74
27,413
.................
16,926
.................
639
290,927
.................
9,356
.................
16
P CAMPBELL GRONER
FORMER SR. VP SECRETARY
(i)
(ii)
.................
.................
378,631
.................
.................
.................
378,631
.................
378,631
.................
17
PATRICIA M GIANELLI
DIRECTOR
(i)
(ii)
216,062
.................
28,944
.................
-3,163
.................
32,235
.................
20,542
.................
294,620
.................
.................
18
RACHEL S JONES
VP
(i)
(ii)
71,016
.................
51,571
.................
132,752
.................
.................
7,586
.................
262,925
.................
.................
19
ROBERT E DEWITT
SR VP & SEC
(i)
(ii)
315,131
.................
54,576
.................
7,595
.................
22,581
.................
12,227
.................
412,110
.................
.................
20
ROBERT WARNOCK MD
DIRECTOR
(i)
(ii)
66,877
.................
243,635
.................
613
1,765
.................
33,675
30,524
.................
4,416
.................
14,408
103,582
.................
292,331
.................
21
SONJA O STEVES
SR VP
(i)
(ii)
324,029
.................
92,321
.................
14,019
.................
72,982
.................
20,241
.................
523,592
.................
14,584
.................
22
TRENT S GREEN
SR VP
(i)
(ii)
403,040
.................
114,832
.................
56,461
.................
38,801
.................
28,868
.................
642,002
.................
14,943
.................
23
WAYNE L CLARK
VP
(i)
(ii)
223,176
.................
42,413
.................
9,302
.................
23,311
.................
16,330
.................
314,532
.................
7,360
.................
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 1a: Relevant information in regards to selections on 1a.
Some executives belong to business clubs. Any expenses relating to the personal use of the club are paid directly to the club by the executive. Only business related use is paid to the business club or reimbursed to the executive by Legacy. An allocation of personal use of dues is completed annually and added to the compensation of the executive.Legacy does periodically reimburse for some travel of companions. During 2014, some travel expenses for companions of Legacy Board Directors and executives were reimbursed. These transactions follow Legacys reimbursement policy requiring documentation and approval of the expenses, prior to reimbursement. These payments are taxable to the individuals and are reported on a W-2 for employees or a 1099 for Board Directors.
Part I, Line 5b: Explanation of organization compensation based on revenues of related organization
Physicians employed by Legacy affiliates are paid a bonus contingent upon their revenue generated during the year measured by industry standard relative value units (RVU).
Part I, Line 6b: Explanation of organization compensation contingent on net earnings from related or
Legacy has an at-risk incentive compensation plan for management. The plan is based on meeting goals related to employee engagement, work processes, customer service, clinical quality, financial management, and certain key strategic tactics. In order to payout any at-risk incentive compensation, Legacy must exceed operating margin targets.
Part I, Line 8: Amounts reported on 990 VII pursuant to initial contract exemption described in Regs
Legacy enters into initial employment agreements with Executives that qualify under the initial contract exception. The Compensation Committee of the Board of Directors, none of whom is a Legacy employee, reviews the compensation for key executive positions. The Committee relies on comparable market data and all decisions are documented.
Part III, Additional Information
Sch J, Part 1, Question 3 Regarding Compensation PracticesDirectors for Legacy started receiving compensation for their services in August 2014. The compensation for 2014 was not paid out until February 2015 and will be reported in FY2016 to match the 1099 reporting. They also receive expense reimbursements related to their duties. Any expense reimbursements to board members are reviewed by the Director of Tax for determining 1099 tax reporting. Compensation received by Dr. Newberry and Dr. Hill during 2014 related to their duties for the Medical Staff at Legacy Meridian Park Hospital and Legacy Emanuel Hospital respectively. Dr. Root received compensation relating to her duties as President of the Legacy Emanuel Medical Staff & compensation for medical services provided to Legacy Emanuel Hospital. Executive compensation for Legacy is designed to recruit, retain and motivate qualified senior management personnel. The comprehensive compensation plan is designed for positions that have a significant impact on the high-level strategic and policy direction of Legacy and its affiliates.Base pay and total compensation (including incentive compensation) for similar positions is established at a level comparable to market compensation for healthcare organizations. External consultants are regularly used to review published compensation surveys of comparable organizations and comparable benchmark positions in the market.The Compensation Committee of the Board of Directors, none of whom is a Legacy employee, reviews the compensation for executive positions. The Committee oversees the system's governance procedures with respect to intermediate sanctions legislation and the evaluation of reasonableness of compensation. The Committee reports to the Board in sufficient detail to enable the entire Board to take such actions as are required to obtain the rebuttable presumption of reasonableness. The Compensation Committee also reviews tax-reporting disclosures.Sch J, Part II, Column Breakdown Of W-2 Or Misc-1099:Column B(i) - Base compensation consists of regular base pay including employee elected deferrals for retirement plans (403(b) and 457(b) plans).Column B(ii) - The incentive compensation program for Legacy is based on predetermined criteria and reviewed and approved by the Board. Bonuses are paid to key employees for interim duties outside their primary responsibilities (e.g. Acting in Capacity).Column B(iii) - Other compensation consists of deferred compensation amounts paid to executives during the current year and were reported on prior form 990 returns. These amounts include arrangements that contain elements of a substantial risk of forfeiture conditioned on continued employment, vesting and/or a noncompete provision upon termination of employment. Distributions from 457(b) plans, reported to the employee on a 1099-R, are also included as other compensation. In addition, imputed income for insurance, cell phone and other benefits is included in other compensation as well as any severance related payments. Column C - Deferred compensation includes the value of defined benefit plans, contributions to defined contribution plans, amounts deferred under the 457(f) plan including earnings, earnings in the 457(b) plan, and the value of the pension restoration plan. Earnings on the 457(f) and 457(b) include gains and losses on the underlying investments. The defined contribution plan is available to all employees as they become qualified to participate. The pension restoration plan provides executive pension benefits in excess of IRS mandated limits on eligible compensation to key executives. The benefits are unfunded and subject to forfeiture. Executive pension benefits are intended to make the executive's retirement benefit, as a proportion of their final average salary, comparable to all other employees, and are treated as income when paid.The Legacy Health Board approved an Executive Long Term Incentive Plan effective April 1, 2011 for 3 years ending on March 31, 2014. The initial participants include the CEO, CFO and COO. The long-term strategic goals included improving the quality of care by promoting a culture of safety; effective meaningful use and optimal care outcomes; improved financial management and bond ratings; and improving philanthropic support. Targets for operating margins and clinical quality were required over the three year period and all goals were measured at March 31, 2014.The Plan was funded and paid out in July 2014 after approval from the Legacy HealthCompensation committee and the Legacy Health Board. The amount paid out was properlyreported as deferred compensation in prior years. The total amount paid out is included in the CEO and COOs compensation reported as deferred in prior Form 990 in 2014 and is $300,000, and $145,000 respectively. The CFO left Legacy in 2013 and did not receive any payout.The Legacy Health Board approved the goals and long-term objectives for the Executive Long Term Incentive Plan effective April 1, 2014 for 3 years ending on March 31, 2017. The plan is discretionary and can be terminated at any time. The purpose of the Plan is to attract and retain highly qualified senior executives, to focus management performance and reward participants for contributing to the accomplishments of Legacys long-term objectives. The long-term strategicgoals include the development of a health plan partnership strategy; partner with other local healthcare providers to open a center for behavioral health; expanded use of information technology and data analytics to improve patient care; and executing an urgent care strategy to improve access to care and reduce emergency visits. Targets for operating margins and clinical quality are required over the three year period and all goals are measured at March 31, 2017. Payout is after approval from the Legacy Health Compensation committee and the Legacy Health Board.Column D - Nontaxable benefits include company paid health and welfare and long term care and disability benefits under group plans.Column F - Current year compensation reported as deferred in prior years.
Schedule J (Form 990) 2014
Additional Data
Software ID:
14000265
Software Version:
2014v6.0