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ObjectId: 201633109349300503 - Submission: 2016-11-05
TIN: 94-1156581
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" on 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
15
Open to Public Inspection
Name of the organization
PALO ALTO MEDICAL FOUNDATION
Employer identification number
94-1156581
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 on 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 on 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 on 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," on line 5a or 5b, describe in Part III.
6
For persons listed on 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," on line 6a or 6b, describe in Part III.
7
For persons listed on 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 on 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" on 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) 2015
Page 2
Schedule J (Form 990) 2015
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 on 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 on prior Form 990
(i)
Base compensation
(ii)
Bonus & incentive compensation
(iii)
Other reportable compensation
1
PATRICK FRY
PRES. & CEO, SH (PART YEAR)
(i)
(ii)
0
-------------
1,562,833
0
-------------
1,913,420
0
-------------
365,492
0
-------------
3,592,743
0
-------------
35,166
0
-------------
7,469,654
0
-------------
1,281,022
2
JEFF GERARD
PRES. SUTTER HEALTH BAY AREA
(i)
(ii)
0
-------------
763,104
0
-------------
627,231
0
-------------
113,133
0
-------------
394,192
0
-------------
20,626
0
-------------
1,918,286
0
-------------
406,467
3
SARAH KREVANS
PRES & COO SH, ASST SECR PAMF
(i)
(ii)
0
-------------
1,045,572
0
-------------
888,993
0
-------------
143,129
0
-------------
470,092
0
-------------
26,048
0
-------------
2,573,834
0
-------------
559,293
4
RICHARD SLAVIN MD
DIVISION PRES. PAMF (PT YR)
(i)
(ii)
0
-------------
806,669
0
-------------
450,776
0
-------------
89,303
0
-------------
174,142
0
-------------
12,921
0
-------------
1,533,811
0
-------------
276,073
5
JANET WAGNER
CEO, MPHS (PART YEAR)
(i)
(ii)
0
-------------
400,297
0
-------------
249,464
0
-------------
40,107
0
-------------
128,292
0
-------------
17,235
0
-------------
835,395
0
-------------
121,295
6
JOHN GATES
CFO SUTTER HEALTH BAY AREA
(i)
(ii)
0
-------------
633,354
0
-------------
285,096
0
-------------
49,516
0
-------------
163,042
0
-------------
20,100
0
-------------
1,151,108
0
-------------
135,078
7
KAREN HALL
CHIEF LEGAL OFFICER BAY AREA
(i)
(ii)
0
-------------
357,431
0
-------------
206,850
0
-------------
24,477
0
-------------
99,242
0
-------------
17,185
0
-------------
705,185
0
-------------
107,824
8
ROGER LARSEN II CPA
CFO BAY AREA MEDICAL FDNS
(i)
(ii)
0
-------------
510,103
0
-------------
302,700
0
-------------
7,814
0
-------------
137,242
0
-------------
19,410
0
-------------
977,269
0
-------------
140,475
9
LAWRENCE DEGHETALDI
Division President, Santa Cruz
(i)
(ii)
0
-------------
419,076
0
-------------
283,312
0
-------------
52,338
0
-------------
143,142
0
-------------
22,089
0
-------------
919,957
0
-------------
187,615
10
MICHAEL ERICKSON
COO, PAMF
(i)
(ii)
0
-------------
411,945
0
-------------
126,301
0
-------------
19,650
0
-------------
39,492
0
-------------
12,386
0
-------------
609,774
0
-------------
30,301
11
LI MIN J HU
DIVISION PRESIDENT, ALAMEDA
(i)
(ii)
0
-------------
388,246
0
-------------
194,105
0
-------------
16,316
0
-------------
102,142
0
-------------
14,523
0
-------------
715,332
0
-------------
63,792
12
FRANCIS MARZONI
DIVISION PRESIDENT, PAMF
(i)
(ii)
0
-------------
716,179
0
-------------
367,173
0
-------------
94,458
0
-------------
164,342
0
-------------
12,844
0
-------------
1,354,996
0
-------------
118,414
13
BRIAN C ROACH MD
DIV. PRESIDENT, SAN MATEO
(i)
(ii)
0
-------------
407,195
0
-------------
255,845
0
-------------
48,399
0
-------------
125,942
0
-------------
17,260
0
-------------
854,641
0
-------------
164,412
14
ELIZABETH VILARDO-MORGAN MD
DIVISION PRESIDENT, CAMINO
(i)
(ii)
0
-------------
573,453
0
-------------
358,261
0
-------------
36,824
0
-------------
179,792
0
-------------
24,781
0
-------------
1,173,111
0
-------------
185,807
15
Muhammed Akhtar
CHIEF ADMIN OFFICER, PAMF
(i)
(ii)
0
-------------
401,918
0
-------------
43,814
0
-------------
1,400
0
-------------
69,892
0
-------------
16,692
0
-------------
533,716
0
-------------
0
16
MARA A HOOK
REGION VP PHILANTHROPY, PCR
(i)
(ii)
0
-------------
360,989
0
-------------
230,634
0
-------------
31,653
0
-------------
94,642
0
-------------
11,320
0
-------------
729,238
0
-------------
133,757
17
HAROLD LUFT
DIRECTOR RESEARCH INSTITUTE
(i)
(ii)
497,122
-------------
0
63,207
-------------
0
17,567
-------------
0
13,250
-------------
0
15,321
-------------
0
606,467
-------------
0
0
-------------
0
18
MICHAEL REANDEAU
REG CIO, PENINSULA COASTAL
(i)
(ii)
0
-------------
233,259
0
-------------
276,429
0
-------------
179,272
0
-------------
70,874
0
-------------
10,808
0
-------------
770,642
0
-------------
130,844
19
PAUL TANG
CHIEF INNOVATION OFFICER, PAMF
(i)
(ii)
619,811
-------------
0
19,125
-------------
0
60,648
-------------
0
18,550
-------------
0
20,147
-------------
0
738,281
-------------
0
0
-------------
0
Schedule J (Form 990) 2015
Page 3
Schedule J (Form 990) 2015
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, LINE 1A
TAX INDEMNIFICATION: STANDARD POLICY FOR ALL SUTTER HEALTH EMPLOYEES IS THAT NON-CASH GIFTS AND AWARDS ARE GROSSED-UP FOR TAX PURPOSES. THE AMOUNT OF THE GROSS-UP IS ADDED TO THE EMPLOYEES WAGES AND TAXED ACCORDINGLY.
SCHEDULE J, PART I, LINE 3
SUPPLEMENTAL COMPENSATION INFORMATION: THE CEO OF THIS ORGANIZATION IS AN EMPLOYEE OF SUTTER HEALTH, A RELATED TAX-EXEMPT ORGANIZATION. THE COMPENSATION COMMITTEE OF THE SUTTER HEALTH BOARD OF DIRECTORS RETAINS ULTIMATE DISCRETIONARY AUTHORITY OVER ALL ELEMENTS OF COMPENSATION TO ASSURE THAT ORGANIZATIONAL PURPOSES ARE APPROPRIATELY BEING SERVED. THE COMPENSATION COMMITTEE USES CREDIBLE DATA SOURCES AND MAINTAINS AN OBJECTIVE "ARMS LENGTH" DECISION-MAKING PROCESS, ENSURING THE INTEGRITY OF SUTTERS EXECUTIVE PROGRAMS AND CONSISTENCY WITH THE ORGANIZATIONS OVERALL MISSION. SEE SCHEDULE O NARRATIVE FOR PART VI, LINE 15 FOR A FULL DESCRIPTION OF THE COMPENSATION APPROVAL PROCESS COMPLETED BY SUTTER HEALTH.
SCHEDULE J, PART I, LINE 4B
NONQUALIFIED RETIREMENT PLAN: THE PURPOSE OF THE NONQUALIFIED RETIREMENT PLAN IS TO PROVIDE SUTTER HEALTH EXECUTIVES WITH A COMPETITIVE RETIREMENT BENEFIT CONSISTENT WITH SUTTER HEALTHS OVERALL COMPENSATION PHILOSOPHY FOR ALL EMPLOYEES. CONTRIBUTIONS ARE DESIGNED TAKING INTO CONSIDERATION LOST RETIREMENT BENEFITS THAT WOULD OTHERWISE BE OBTAINED THROUGH THE QUALIFIED PENSION PLAN. SUTTERS PLANS ARE DESIGNED CONSISTENT WITH COMPETITIVE INDUSTRY PRACTICES. THE RETIREMENT PLAN FOR SUTTER HEALTH EMPLOYEES IS A COMBINATION OF SOCIAL SECURITY, 403(B) EMPLOYER MATCH CONTRIBUTIONS AND QUALIFIED PLAN BENEFITS. SUTTER HEALTH EXECUTIVES ARE GENERALLY INELIGIBLE FOR EMPLOYER MATCH CONTRIBUTIONS. ADDITIONALLY, QUALIFIED PLAN BENEFITS CAPS HAVE THE EFFECT OF SUBSTANTIALLY REDUCING RETIREMENT BENEFITS THAT ARE OTHERWISE PROVIDED TO ALL EMPLOYEES. THE EFFECT IS THAT EXECUTIVES OFTEN DO NOT RECEIVE THE SAME LEVEL OF RETIREMENT BENEFIT ON AN INCOME REPLACEMENT BASIS AS OTHER EMPLOYEES. TO ENSURE A COMPETITIVE RETIREMENT BENEFIT AND TO ADDRESS THE SHORTFALLS DESCRIBED ABOVE, SUTTER HEALTH MAKES AN ANNUAL CONTRIBUTION TO A NON-QUALIFIED 457(F) PLAN FOR ITS EXECUTIVES. THE FORMULA HAS TWO PARTS: (1) 4% TO 7% OF BASE SALARY (COMMENSURATE WITH MANAGEMENT LEVEL), PLUS (2) A CONTRIBUTION STARTING AT 5% (BASED UPON TENURE) FOR ELIGIBLE EARNINGS BEYOND THE IRS DEFINITION OF INCLUDIBLE COMPENSATION ("PENSION PAY CAP"). THE LATTER OF WHICH IS DESIGNED TO HELP RESTORE LOST PENSION BENEFITS FORFEITED UNDER THE QUALIFIED PLAN FOR EARNINGS OVER THE PENSION PAY CAP LIMIT. CONTRIBUTIONS ARE ALSO MADE FOR A SMALL GROUP OF SENIOR LEVEL EXECUTIVES WHOSE ESTIMATED RETIREMENT BENEFIT (SOCIAL SECURITY PLUS QUALIFIED PLAN BENEFITS PLUS 457(F)) FALLS BELOW 50% - 65% OF FINAL 4-YEAR AVERAGE BASE SALARY WHEN RETIRING AT AGE 65 WITH 22.5 YEARS OF SERVICE. TARGET BENEFIT LEVELS ARE DISCOUNTED FOR YEARS OF SERVICE LESS THAN 22.5 AT AGE 65. UNLIKE SUTTER HEALTHS QUALIFIED PLAN WHERE EMPLOYEE BENEFITS ARE GUARANTEED (I.E., A DEFINED BENEFIT), SUTTERS NON-QUALIFIED PLAN BENEFITS ARE NOT GUARANTEED BY SUTTER HEALTH. INVESTMENT RISK IS BORNE BY PARTICIPANTS AND BENEFITS ARE NOT PROTECTED SHOULD SUTTER HEALTH BECOME INSOLVENT. THE FOLLOWING INDIVIDUAL RECEIVED 457(F) NON-QUALIFIED PAYMENTS DURING THE YEAR: MICHAEL REANDEAU - $15,500
SCHEDULE J, PART I, LINE 7
NON-FIXED PAYMENTS: SPOT AWARDS ARE INFREQUENTLY USED TO REWARD EMPLOYEES. THERE ARE NO SPECIFIC GUIDELINES FOR THE AMOUNT OF THE SPOT AWARD BUT THE AMOUNT TENDS TO NOT EXCEED 5% TO 10% OF GROSS ANNUAL SALARY. ANNUAL INCENTIVE PLAN (AIP) THE PURPOSE OF THE PLAN IS TO FOCUS EXECUTIVES ON SPECIFIC, SHORTER-TERM GOALS THAT ARE CRITICAL TO THE ACHIEVEMENT OF AFFILIATE, REGION, AND SYSTEM-WIDE OBJECTIVES THAT DRIVE OVERALL ORGANIZATION PERFORMANCE. A PORTION OF THE PLAN AWARD IS DISCRETIONARY IN THAT THE SUPERVISOR MAY ADD UP TO 5% TO THE AWARD PROVIDED THE TOTAL AWARD (FORMULA PORTION PLUS DISCRETIONARY) DOES NOT EXCEED THE MAXIMUM ESTABLISHED FOR ANY GIVEN EXECUTIVE. LONG TERM PERFORMANCE PLANS SUTTER HEALTH ALSO EMPLOYS LONG TERM PERFORMANCE PLANS WHICH ARE DESIGNED TO FOCUS ON LONGER TERM STRATEGIC OBJECTIVES OF THE ORGANIZATION. SUTTERS LONG TERM PERFORMANCE PLAN APPROACH IS A COMBINATION OF BOTH LONGER TERM MEASURES OF ORGANIZATION SUCCESS AND KEY ORGANIZATION STRATEGIES WHICH REQUIRE THE COMBINED EFFORT OF ALL LEADERSHIP TO ACHIEVE SUCCESS. SUTTER USES A COMMON FATE APPROACH IN THAT ALL PLAN PARTICIPANTS ARE MEASURED AGAINST THE SAME, ORGANIZATION-WIDE CRITERIA VS. INDIVIDUAL EFFORTS. THIS FOSTERS A COMMON PURPOSE ACROSS LEADERSHIP AND A SHARED SENSE OF ACCOUNTABILITY FOR THE OVERALL SUCCESS OF SUTTER HEALTH. TO ENSURE THAT EXTRAORDINARY EFFORTS BY INDIVIDUALS CAN BE RECOGNIZED AND THAT ACTIONS OF LEADERSHIP ARE CONSISTENT WITH SUPPORTING SUTTER HEALTHS OVERALL MISSION, VISION, AND VALUES, SUTTERS LONG TERM INCENTIVE PLAN APPROACH ALSO INCORPORATES A COMBINATION OF CEO AND SUTTER HEALTH COMPENSATION COMMITTEE DISCRETION. IN SOME CASES, THE SUTTER HEALTH COMPENSATION COMMITTEE HAS DELEGATED AUTHORITY TO THE PRESIDENT & CEO TO MODIFY INDIVIDUAL AWARDS WITHIN LIMITS THAT HAVE BEEN PRE-APPROVED BY THE SUTTER HEALTH COMPENSATION COMMITTEE. THIS INCLUDES BOTH THE REDUCTION AND INCREASE OF AWARD AMOUNTS. SUCH MODIFICATIONS GENERALLY DO NOT EXCEED +/- 20% AND ARE EMPLOYED JUDICIOUSLY. IN ALL CASES, THE COMPENSATION COMMITTEE OF THE BOARD DETERMINES ACHIEVEMENT OF ORGANIZATION GOALS AND MAKES FINAL AWARD DETERMINATION WHICH MAY RESULT IN A REDUCTION OF AWARD IF APPROPRIATE. ALL SENIOR EXECUTIVE AWARDS ARE REVIEWED FOR COMPENSATION REASONABLENESS AND APPROVED PRIOR TO PAYMENT BY THE COMPENSATION COMMITTEE.
Schedule J (Form 990) 2015
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