| Additional Information |
Part VII & Schedule J, Supplemental Information: The officers and key employees identified in Part VII are responsible for executing the mission and management of The New York and Presbyterian Hospital (NYP) and its affiliated entities. Compensation for 2015 of these upper level executives includes the payout of an annual incentive plan and a long-term incentive plan. This performance-oriented program conditions payments upon the achievement of multiple individual and group performance measures. Measures to monitor performance include: operational and financial strength, patient quality and safety, patient satisfaction, advancement of patient care, and people development and partnership. Incentive awards may only be granted if the organization achieves a financial surplus. Even if all relevant performance measurements are achieved, the NYP Board of Trustees retains full discretion to make or not make any incentive awards, or to reduce the amount of any incentive award. This initiative is critical to assuring that NYP has the requisite leadership to create and manage a highly motivated and engaged workforce, to drive superior performance throughout the organization and to achieve top tier medical center status. As a separate matter, due to restrictions imposed by the Internal Revenue Code, upper level executives are limited in the amount of benefits received under a tax-qualified retirement plan. Like many employers, NYP supplements these executives' pension benefits through a supplemental ("nonqualified") retirement plan. The supplemental executive retirement plan (SERP) is subject to a multi-year vesting requirement (commencing after five years of participation in the SERP, in prorated amounts through age 65) which places an executive's supplemental retirement benefit at risk of forfeiture if the vesting requirements are not satisfied. Once vested, however, provisions of the Internal Revenue Code require that the vested executive include in current income the value of his or her vested supplemental retirement benefit. Notwithstanding the legal requirement to recognize the vested value of the supplemental retirement benefit as current income, the supplemental retirement benefit will not be distributed to the executive until the executive actually retires from NYP (although, as permitted by the Internal Revenue Code, the supplemental retirement plan will effect a distribution of an amount necessary to satisfy the executive's tax liability resulting from the income recognition upon vesting). As noted, this supplemental retirement benefit will not be distributed to the executive until the executive actually retires from NYP. There are constantly changing legal, tax, accounting, and public disclosure rules for a SERP (supplemental executive retirement plan) in not-for-profit organizations. The executive Compensation Committee continuously monitors these changes and incorporates any changes into the overall SERP plan design. As in past years, the executive Compensation Committee of NYP requires a third party to complete a review of the organization's compensation program to ensure its effectiveness in terms of government regulations, market conditions and the need to continually elevate organizational performance. The report also serves to meet the regulatory obligations to ensure that all elements of the executive compensation programs are reasonable. Each of the officers and key employees listed devotes an average of sixty hours per week to perform his or her responsibilities for the reporting entity and other related organizations in the aggregate. Part VI, Line 2: Jeffrey W Greenberg and Maurice R Greenberg have a family relationship. Constance Jane Milstein and Philip Milstein have a family relationship. Jerry Speyer and Rob Speyer have a family relationship. Arthur Samberg and John Mack have a business relationship. John Merow and H. Rodgin Cohen have a business relationship. Jeffrey Harris and Sarah Nash have a business relationship. Ellen Marram and John Merow have a business relationship. John Weinberg, Mark Schwartz, Adebayo Ogunlesi and Sharmin Mossavar-Rahmani have a business relationship. Seymour Sternberg and John Thain have a business relationship. stephen ross and bruce anthony beal have a business relationship. Emme deland, Jaclyn Mucaria, and Gary Zuar have a business relationship. Richard Dresdale and Dennis Glazer have a business relationship. Part VI, Line 6: The New York and Presbyterian Hospital has Members of the corporation. See also: Schedule O Disclosure for Pt VI-A, Line 7b. Part VI, Line 7b: The Members are the same as the Trustees. There are four classes of Members and the classes and members thereof are the same as those for the Hospital. Four of the Members/Trustees serve ex-officio and thus are not members of a class. The Members have the rights and duties provided under the New York Not-for-Profit Corporation Law. Article II of the By-Laws "Members" provides as follows: Members: The Members of the Hospital shall consist of those persons who are Trustees of the Hospital. Election of any person as a Trustee shall automatically constitute the election of such person as a Member of the Hospital. Upon the termination of office as a Trustee of any person for any reason, such person shall thereupon cease to be a Member of the Hospital. Authority: Members shall have the voting and other rights expressly granted to members of a domestic corporation under the Not-for-Profit Corporation Law of the State of New York. Annual Meeting: An Annual Meeting of the Members for the election of Trustees and the transaction of other business shall be held in December of each year on such day as may be determined by the Chairman, the Chief Executive Officer or the Board of Trustees. Special Meetings: Special meetings of the Members may be called by the Chairman, the Chief Executive Officer or the Board of Trustees. Special Meetings shall also be called by the Secretary upon demand of not less than 10% of the members. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called. Notice: Notice of each meeting of the Members shall be given to each Member, personally, by first class mail, or electronically, not less than 10 nor more than 50 days before the date of the meeting. Notices shall be deemed to have been given by mail when deposited in the United States mail. Notices shall be sent or delivered to each Member at the address designated by that Member for that purpose, or, if none has been so designated, at the Member's last known residence or business address. Waiver of Notice: Notice of a meeting of Members need not be given to any member who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting, or who attends the meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of the meeting. Quorum: At all meetings of the Members, 10% of the total number of Members shall constitute a quorum for the transaction of business. Voting: At any meeting of the Members, each Member shall be entitled to one vote, cast either in person or by written proxy. Unless a greater proportion is required by law or these By-Laws, Trustees shall be elected by a plurality of the votes cast at a meeting of Members. Whenever any corporate action, other than the election of Trustees, is to be taken by vote of the Members, it shall, unless a greater proportion is required by law, the Certificate of Incorporation or these By-Laws, be authorized by a majority of the votes cast at a meeting of the Members. Action Without a Meeting: Any action required or permitted to be taken by the Members may be taken without a meeting on written consent, setting forth the action so taken, signed by all the Members. Telephone Participation: Any one or more Members may participate in a meeting by means of conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting signed by all the Members. |
| PART VI, Line 11A: |
Finance coordinated and completed all of the information required for Form 990, accessing various resources including, legal, human resources, development, and other departments as needed. Senior Finance executives complete a review of the return in conjunction with, Ernst & Young U.S. llp, paid preparer, prior to submission to the Audit and Corporate Compliance Committee of the Board. A copy of the 990 is sent to the Committee for review and approval at the audit and corporate compliance committee meeting preceding the filing. The Audit and Corporate Compliance Committee recommends to the Executive Committee and/or the Full Board of Trustees for their approval. A copy of the Form 990 was made available to the governing body at the Board of Trustee's meeting preceding the filing. The Hospital files the 990 upon final approval. Part VI, Line 12C: The Hospital adheres to a conflict of interest (COI) policy that was approved by the Audit and Corporate Compliance Committee of the Board of Trustees. The policy states in part: "Each Board Member, Officer or Key Person of a New York-Presbyterian Organization shall complete a conflict of interest questionnaire prior to becoming a Board Member, Officer or Key Person of the New York-Presbyterian Organization and annually thereafter." The policy also states that "each Board Member, Officer, or Key Person shall promptly advise the Chief Executive Officer of the New York and Presbyterian Hospital, or his or her designee, of any changes to the information provided in that individual's last completed conflict of interest questionnaire." The Chief Executive Officer of New York-Presbyterian Hospital, or his or her designee, shall review all completed questionnaires and all subsequent advice of changes and shall take such action as is deemed appropriate to eliminate potentials for conflicts of interest, including such steps as reassignment of responsibilities or establishment of protective arrangements. All disclosures of interests in completed questionnaires or subsequent advice, unless clearly irrelevant or immaterial, shall be compiled and reported by management to the Audit and Corporate Compliance Committee of the Board of New York- Presbyterian Hospital, together, in each case, with response or recommendation of management. The Audit and Corporate Compliance Committee shall determine whether the reported resolution of issues raised by the disclosures is satisfactory and, if not, shall require such further action as it deems appropriate. |
| PART VI, Line 15 A & B |
The Executive Compensation process at New York Presbyterian (NYP) is administered by a committee of independent trustees. They follow a Board-approved charter and overall executive compensation philosophy. The charter empowers the NYP Board Compensation Committee to administer the executive compensation program and process on behalf of the full Board of Trustees of NYP. Overall, the philosophy is intended to reward a broad spectrum of high organizational and predetermined, measurable individual performance expectations, as well as to foster the retention of key management talent. NYP's executive compensation philosophy is focused on establishing a performance - oriented philosophy and pay strategy designed to attract, retain and reward top talent. To fulfill their responsibility, the Committee also reviews information from multiple sources of market data. One such market definition is a stable group of large health care systems of similar scale and circumstances. Additional information from not-for-profit systems, for-profits systems and comparably sized publicly-traded health care facilities is also used. They use this additional information to support their decisions regarding on-going administration of the program. The Compensation Committee is comprised of independent members of the Board. They meet three to four times per year and make all critical decisions in executive session. These decisions are documented in minutes which are approved in subsequent meetings. The Committee is empowered to, and does, engage outside counsel and consulting support. The above described Executive Compensation Process is an ongoing process, applied annually on a calendar year basis, to all vice presidents, senior vice presidents, group senior vice presidents, executive vice presidents, as well as the chief executive officer and President. Compensation for 2015 of these upper level executives includes the payout of an annual incentive plan and a long-term incentive plan. This performance-oriented program conditions payments upon the achievement of multiple individual and group performance measures. Measures to monitor performance include: operational and financial strength, patient quality and safety, patient satisfaction, advancement of patient care, and people development and partnership. Incentive awards may only be granted if the organization achieves a financial surplus. Even if all relevant performance measurements are achieved, the NYP Board of Trustees retains full discretion to make or not make any incentive awards, or to reduce the amount of any incentive award. This initiative is critical to assuring that NYP has the requisite leadership to create and manage a highly motivated and engaged workforce, to drive superior performance throughout the organization and to achieve top tier medical center status. Part VI, Line 19: External requests for our governing documents, conflict of interest policy, and financial statements are reviewed for validity. These requests are then granted if deemed appropriate. |
| Part XI, Line 9 |
Net asset transfers to related parties -$16,812,000. Distribution from NYP Fund Inc. for purchase of fixed assets $105,460,166 Change in Post Retirement Benefit Liabilities to be Recognized in future periods -$8,752,000 Changes in beneficial interest in net assets held by related organizations -$43,260,000 Transfer of deed of property, building & equipment to Royal Charter Properties Inc. -$10,748,000 total = $25,888,166 |
Attach to Form 990 or 990-EZ.