TY 2016 Form 990 Schedule J

(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
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
1Marc S Elieson MD Director	(i) (ii)	0 ------------- 287,508	0 ------------- 61,934	0 ------------- 1,337	0 ------------- 20,534	0 ------------- 19,355	0 ------------- 390,668	0 ------------- 0
2Jon M Ellis MD Director	(i) (ii)	472,733 ------------- 0	39,159 ------------- 0	30,721 ------------- 0	50,001 ------------- 0	20,214 ------------- 0	612,828 ------------- 0	29,373 ------------- 0
3Twiladawn J Lovett MD Director	(i) (ii)	194,291 ------------- 0	33,750 ------------- 0	10,890 ------------- 0	18,115 ------------- 0	19,635 ------------- 0	276,681 ------------- 0	9,791 ------------- 0
4James Morrison MD Director/Chairman	(i) (ii)	0 ------------- 376,547	0 ------------- 159,751	0 ------------- 6,298	0 ------------- 63,109	0 ------------- 19,344	0 ------------- 625,049	0 ------------- 0
5Adam W Ylitalo DO Director	(i) (ii)	536,801 ------------- 0	162,862 ------------- 0	9,826 ------------- 0	44,620 ------------- 0	20,019 ------------- 0	774,128 ------------- 0	7,916 ------------- 0
6Richard Perkins Secretary/Treasurer	(i) (ii)	0 ------------- 278,842	0 ------------- 74,156	0 ------------- 3,826	0 ------------- 13,250	0 ------------- 23,336	0 ------------- 393,410	0 ------------- 0
7Glenn A Robinson President	(i) (ii)	0 ------------- 491,188	0 ------------- 294,167	0 ------------- 24,471	0 ------------- 168,391	0 ------------- 18,539	0 ------------- 996,756	0 ------------- 0
8Matthew Rohrer VP/Director Clinic Op	(i) (ii)	150,658 ------------- 0	32,462 ------------- 0	1,127 ------------- 0	8,058 ------------- 0	19,811 ------------- 0	212,116 ------------- 0	0 ------------- 0
9Charles Guy DO Physician	(i) (ii)	492,723 ------------- 0	134,641 ------------- 0	20,340 ------------- 0	46,200 ------------- 0	20,322 ------------- 0	714,226 ------------- 0	18,452 ------------- 0
10David Haynes MD Physician	(i) (ii)	525,249 ------------- 0	3,904 ------------- 0	34,668 ------------- 0	50,138 ------------- 0	13,151 ------------- 0	627,110 ------------- 0	33,179 ------------- 0
11Scott Hecox MD Physician	(i) (ii)	289,757 ------------- 0	552,899 ------------- 0	25,457 ------------- 0	39,200 ------------- 0	22,208 ------------- 0	929,521 ------------- 0	24,700 ------------- 0
12Mark Tullos MD Physician	(i) (ii)	492,300 ------------- 0	315,868 ------------- 0	13,750 ------------- 0	51,200 ------------- 0	20,745 ------------- 0	893,863 ------------- 0	12,281 ------------- 0
13Johnny D Howton MD Physician	(i) (ii)	482,300 ------------- 0	84,424 ------------- 0	3,657 ------------- 0	40,042 ------------- 0	20,706 ------------- 0	631,129 ------------- 0	0 ------------- 0
14Brad Crye Former Officer	(i) (ii)	0 ------------- 198,596	0 ------------- 54,554	0 ------------- 1,310	0 ------------- 10,455	0 ------------- 19,567	0 ------------- 284,482	0 ------------- 0

Schedule J (Form 990) 2016

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Schedule J (Form 990) 2016

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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	Tax indemnification and gross up payments - The organization provides tax indemnification where the BSW Holdings' CEO, COO or CFO determines there is justification to reimburse an individual for the tax impact on certain taxable, non-cash benefits provided to them. All tax indemnification payments provided are treated as taxable compensation. Nine of the persons listed in the Form 990, Part VII, Section A, received this benefit during the tax year.
Part I, Line 3	Process for determining compensation: The organization, a controlled affiliate of BSW Holdings, recognizes that those chosen to lead the organization are vital to its ongoing success and growth. Thus, it must attract, retain and engage the highest quality officers and key employees to lead the organization and help the organization maintain its national reputation for achieving high targets for medical quality, patient safety, and patient satisfaction. A significant portion of the organization's officers and key employees' total compensation is based on significant performance achievements. This strategy, known as the Annual Incentive Plan, places a greater emphasis on the importance of the organization achieving targeted improvements in the areas of people, quality, patient satisfaction and financial stewardship, annually. Total executive compensation is part of an integrated talent management strategy developed by the BSW Holdings' Board of Trustees and its Compensation and Governance Committee (C&G Committee) to attract, motivate, and retain the best leadership resources for the organization. Executive compensation is determined pursuant to guidelines outlined in the intermediate sanction rules under IRC Section 4958 including taking steps to meet the rebuttable presumption standard of reasonableness under Treasury Regulation 53.4958-6, as summarized below. When making compensation decisions, the organization compares itself to similar-sized, and structured businesses including other integrated health care service systems and other similar-sized organizations, both locally and nationally. The BSW Holdings' Board of Trustees and C&G Committee, on behalf of the organization, work directly with an independent compensation expert(s) to identify reasonable and competitive market rates as well as provide an annual review of the total compensation of the organization's top management officials and key employees. The C&G Committee is made up of members of the BSW Holdings' Board of Trustees, who are independent, community volunteers. Guided by the information provided by the independent compensation expert(s), the C&G Committee approves and recommends to the BSW Holdings' Board of Trustees salary increases, earned incentives, and benefit offerings for the organization's President, other officers and/or key employees to be comparable to similar organizations for similar services and/or positions. Furthermore, the C&G Committee is charged with the responsibility of reviewing annually the major elements of the executive compensation program to assure designs remain consistent with the business needs, market practices, and compensation philosophy. As part of the decision making process, the C&G Committee will often meet in executive session to discuss and review recommendations made by the independent compensation expert(s). During the executive session no officer or key employee whose compensation is being reviewed is present during these discussions. All decisions are contemporaneously documented in the C&G Committee minutes which are timely reviewed and approved by the C&G Committee.
Part I, Line 4b	In order to recruit and retain key talent, BSW Holdings and certain tax exempt affiliates (BSWH) offers a supplemental non-qualified retirement plan to eligible employees. The plan provides an annual benefit (based on a percentage of compensation) to the employee that is paid to the employee on a future date upon vesting in the plan. The following individual(s) participated in and/or received payments (noted in parenthesis) from BSWH's supplemental non-qualified retirement plan during the tax year: Adam Ylitalo, D.O. ($7,916), Charles Guy, D.O ($18,452), David Haynes, M.D. ($33,179), Glenn Robinson, James Morrison, M.D., Johnny Howton, M.D., Jon Ellis, M.D. ($29,373), Marc Elieson, M.D., Mark Tullos, M.D. ($12,281), Scott Hecox, M.D. ($24,700) and Twiladawn Lovett, M.D. ($9,791). Also, certain senior officers, as designated by the BSW Holdings' governing body, are eligible to participate in a Long Term Incentive Plan that is designed to recognize key senior leader's value and contribution to BSWH as well as align their compensation to the long term strategy of BSWH. Performance targets are based upon a percentage of the participant's base salary and are developed by independent third party expert(s) using market competitive data within the guides of reasonableness. The plan is based on BSWH's three-year performance against its peers, determined based on peer rankings or percentile rankings in quality, patient satisfaction and financial performance. At the end of three years, awards are determined by BSW Holdings' governing body for participants. Payouts are partially made in cash and the remainder vests over an additional two year period. The following individual(s) participated in and/or received payments (noted in parenthesis) from this plan during the tax year: Glenn Robinson ($86,559)
Part I, Line 5	Sch J Line 5a: did the organization pay or accrue any compensation contingent on the revenues of: The organization? The organization employs physicians practicing medicine in office-based (e.g., primary care) and hospital-based (e.g. hospitalists, intensivists, trauma-surgery and other surgical specialties) practice settings. As such, the organization is a key component in fulfilling the overall charitable mission of its sole corporate member, Hillcrest Baptist Medical Center (HBMC), a Texas nonprofit corporation exempt under IRC Section 501(c)(3). No physician employed by the organization is paid compensation contingent upon the organization's overall revenues or net earnings. However, the organization does compensate physicians based, in whole or in part, on a personal productivity formula specific to the physician's practice site to which physicians compensated under such models have been assigned and approved by HBMC based on location and/or specialty. Such models are designed to encourage physicians within a practice site to work productively, efficiently and cost effectively, while also encouraging high quality patient care. Certain of the physicians listed in Form 990, Part VII, Section A, line 1a were compensated under such formula, which renders their compensation contingent upon practice site revenues and certain expenses. Under these models, each practice site includes revenues collected for services provided at the practice site less deductions for practice site direct overhead and certain additional charges imposed by the organization to cover indirect overhead cost. A portion of a physician's compensation may also be paid on the basis of a fixed hourly or annual amount for non-clinical services. The total compensation of such physicians is evaluated based on independent, third-party data to verify consistency with fair market value.
Part I, Line 7	The organization has adopted and implemented BSW Holdings', the organization's ultimate parent, Annual Incentive Program to provide a market competitive total cash compensation incentive program that is designed to attract and retain key leaders and establish greater individual accountability and alignment to business performance. Payout targets are based upon a percentage of base pay and are developed by independent third party expert(s) using comparable market competitive data within the bounds of reasonableness and that are reviewed and approved by BSW Holdings' governing body. Payout levels are based upon a combination of system, entity, and individual performance using various metrics related to quality, patient satisfaction, employee retention, and financial stewardship. BSW Holdings' governing body may approve modifications to annual incentive awards provided under the program consistent with market comparability data.
Form 990, Schedule J, Part III	Supplemental Information: Governing Body Compensation The members of the governing body serve in a limited role in their capacity as a board member and may receive compensation from the organization for these duties as a member of the governing body. However, the members do receive a majority of their compensation from the organization in their capacity as employed physicians.

Schedule J (Form 990) 2016

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