FORM 990, PART V, LINE 3B |
THE ORGANIZATION HAS EVALUATED THE COST OF PROVIDING PARKING TO EMPLOYEES AND DETERMINED THE PRIMARY USE OF ITS PARKING FACILITIES TO BE BY PATIENTS, VISITORS, AND/OR GUESTS, NOT EMPLOYEES. THEREFORE, THE ORGANIZATION HAS NO UNRELATED BUSINESS INCOME TAX DUE RELATED TO EMPLOYEE PARKING. |
FORM 990, PART VI, SECTION A, LINE 6 |
THE SOLE MEMBER OF THE CORPORATION IS POCONO HEALTH SYSTEM (PHS), A PENNSYLVANIA NONPROFIT CORPORATION. ON DECEMBER 11, 2015, LEHIGH VALLEY HEALTH NETWORK (LVHN) EXECUTED AN AFFILIATION AGREEMENT WITH THE POCONO HEALTH SYSTEM (PHS) PROVIDING FOR AN AFFILIATION BETWEEN LVHN AND POCONO MEDICAL CENTER (PMC), POCONO HEALTH FOUNDATION (FOUNDATION), FAMILY CARE CENTERS (FCC), POCONO VNA/HOSPICE (VNA), POCONO HEALTHCARE PARTNERS (PHP), AND POCONO AMBULATORY SERVICES (PAS). THE GOVERNING DOCUMENTS OF PHS WERE AMENDED SUCH THAT EFFECTIVE JANUARY 1, 2017, THE CLOSING DATE OF THE AFFILIATION, PHS MERGED INTO LVHN AND LVHN BECAME THE SOLE MEMBER OF POCONO HEALTH SYSTEM. PHS CONSISTS PRIMARILY OF PMC, A 239-BED ACUTE CARE HOSPITAL ALSO PROVIDING REHAB AND EMERGENCY CARE TO EAST STROUDSBURG, PENNSYLVANIA AND SURROUNDING COMMUNITIES; POCONO VNA/HOSPICE, PROVIDING HOME HEALTH AND HOSPICE SERVICES; AND FCC, A MULTI-SPECIALTY PHYSICIAN GROUP. |
FORM 990, PART VI, SECTION A, LINE 7A |
POCONO HEALTH SYSTEM, THE SOLE MEMBER OF THE CORPORATION, ELECTS/APPOINTS THE BOARD MEMBERS OF POCONO MEDICAL CENTER (PMC). |
FORM 990, PART VI, SECTION A, LINE 7B |
THE FOLLOWING WAS NOTED IN SECTION 4-07 OF THE ORGANIZATION'S BY-LAWS: "IN ADDITION TO ALL MATTERS REQUIRED BY LAW OR BY OTHER PROVISIONS OF THE BY-LAWS TO BE SUBMITTED TO A VOTE OF THE SOLE MEMBER, THE SOLE MEMBER IS EMPOWERED TO INITIATE AND IMPLEMENT ANY OF THE FOLLOWING ACTIONS WITH RESPECT TO THE CORPORATION AND IF ANY SUCH ACTION IS OTHERWISE INITIATED BY THE CORPORATION, SUCH ACTION WILL NOT BECOME EFFECTIVE UNLESS APPROVED BY THE SOLE MEMBER: (A) TO ADOPT OR CHANGE THE MISSION, PURPOSE, PHILOSOPHY, OR OBJECTIVES OF THIS CORPORATION OR ANY SUBSIDIARY CORPORATION; (B) TO DISSOLVE, REORGANIZE, DIVIDE, CONVERT, LIQUIDATE, OR WIND-UP ANY SUBSIDIARY CORPORATION OR CONSOLIDATE OR MERGE THIS CORPORATION WITH ANY OTHER CORPORATION OR ENTITY; (C) TO ANNUALLY APPROVE ALL CAPITAL AND OPERATING BUDGETS FOR THIS CORPORATION; (D) TO ANNUALLY APPROVE THE STRATEGIC AND OPERATING PLANS OR ANY CHANGES THERETO OF THIS CORPORATION; (E) TO APPROVE ANY UNBUDGETED EXPENSE ITEM OF THIS CORPORATION IN EXCESS OF FIVE HUNDRED THOUSAND ($500,000.00) DOLLARS; (F) TO RECEIVE, REVIEW, AND APPROVE FINANCIAL AND OPERATING REPORTS FROM THIS CORPORATION ON AT LEAST A QUARTERLY BASIS; (G) TO APPROVE ANY NEW LINE(S) OF BUSINESS AND/OR MATERIAL CHANGES IN EXISTING SERVICES AND/OR PARTICIPATION BY THIS CORPORATION WITH ANY OTHER ENTITY WHERE LICENSURE BY THE COMMONWEALTH OF PENNSYLVANIA IS REQUIRED AAS A PRECONDITION FOR ANY SUCH ACTION, BUSINESS, SERVICE, OR PARTICIPATION; (H) TO APPROVE THE INCURRENCE OF INDEBTEDNESS BY THIS CORPORATION; (I) TO APPROVE THE AMENDMENT OF THE ARTICLES OF INCORPORATION OR BY-LAWS OF THIS CORPORATION; (J) TO SPECIFY THE NUMBER OF AND TO ELECT OR REMOVE THE MEMBERS OF THE BOARD OF DIRECTORS OF THIS CORPORATION; (K) TO APPROVE THE ELECTION OR REMOVAL OF THE CHAIRPERSON OF THE BOARD OF DIRECTORS OF THIS CORPORATION; (L) TO REQUIRE EACH DIRECTOR OF THIS CORPORATION AND THE PRESIDENT, EACH VICE-PRESIDENT, AND ALL KEY MANAGEMENT PERSONNEL OF THIS CORPORATION TO ANNUALLY SUBMIT TO THE BOARD OF DIRECTORS OF THIS CORPORATION A CONFLICT OF INTEREST STATEMENT IN THE FORM FIRST APPROVED BY THE BOARD OF DIRECTORS OF THE SOLE MEMBER; (M) TO ANNUALLY EVALUATE THE PERFORMANCE OF THIS CORPORATION'S BOARD OF DIRECTORS IN OVERSEEING THE MANAGEMENT AND PERFORMANCE OF THIS CORPORATION; (N) TO REQUIRE THAT THIS CORPORATION'S GOVERNANCE, DELIBERATIONS, AND ACTIONS ARE ORIENTED TO COMMUNITY SERVICE." |
FORM 990, PART VI, SECTION B, LINE 11B |
THE PROCESS TO REVIEW THE FORM 990'S INCLUDES: DRAFT 1 OF THE RETURNS IS REVIEWED IN DETAIL WITH A FOCUS ON ACCURACY, COMPLETENESS, AND PERSPECTIVE BY THE LVHN VICE-PRESIDENT, FINANCE & CONTROLLER, AND THE LVHN CORPORATE LEGAL COUNSEL. DRAFT 2 OF THE RETURNS IS REVIEWED BY THE EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER. ALL COMPENSATION DISCLOSURES ARE REVIEWED BY THE DIRECTOR, COMPENSATION - HUMAN RESOURCES. DRAFT 3 OF THE RETURNS IS REVIEWED TOGETHER WITH THE PRESIDENT & CEO, THE EXECUTIVE VICE PRESIDENT & CHIEF FINANCIAL OFFICER, THE VICE-PRESIDENT, FINANCE & CONTROLLER, AND THE DIRECTOR, TAX. FINAL RETURNS ARE REVIEWED WITH THE POCONO BOARD FINANCE COMMITTEE AND THEN WITH THE LVHN BOARD LEADERSHIP GROUP (THE BOARD CHAIR AND THREE VICE CHAIRS). COPIES OF ALL 990'S ARE PROVIDED TO THE FULL BOARD PRIOR TO FILING. |
FORM 990, PART VI, SECTION B, LINE 12C |
IN JANUARY 2016, LVHN IMPLEMENTED AN ELECTRONIC TOOL DESIGNED TO SEND NOTIFICATIONS AND TRACK DISCLOSURES REPORTED ON CONFLICT OF INTEREST QUESTIONNAIRES. THE NETWORK ALSO EXPANDED THE SCOPE OF THE CONFLICT OF INTEREST OR COMMITMENT POLICY, SUCH THAT ADDITIONAL COLLEAGUES ARE NOW REQUIRED TO COMPLETE A QUESTIONNAIRE EACH YEAR. PRIOR TO JANUARY, THE VP, INTERNAL AUDIT AND COMPLIANCE SERVICES ISSUED A NOTICE TO BOARD MEMBERS AND MEMBERS OF THE SENIOR MANAGEMENT COUNCIL WHEN IT WAS TIME FOR THEM TO SUBMIT THEIR CONFLICT OF INTEREST QUESTIONNAIRES. THE VP ALSO INSTRUCTED MEMBERS OF THE SENIOR MANAGEMENT COUNCIL TO IDENTIFY AND REQUEST COMPLETED CONFLICT OF INTEREST QUESTIONNAIRES FROM INDIVIDUALS WHO HAD POTENTIAL CONFLICTS OF INTEREST AND TO PROVIDE HER WITH THE IDENTITY OF THOSE INDIVIDUALS. COMPLIANCE SERVICES TRACKED COMPLETION OF THE QUESTIONNAIRES. ALL PHYSICIANS ON LVHN'S MEDICAL STAFF ARE ALSO REQUIRED TO COMPLETE A CONFLICT OF INTEREST QUESTIONNAIRE ANNUALLY. MEDICAL STAFF SERVICES MONITORS THIS PROCESS TO ENSURE THAT ALL PHYSICIANS COMPLY. POTENTIAL CONFLICTS ARE MANAGED BY THE LVHN CONFLICT OF INTEREST COMMITTEE AND/OR BY THE BOARD OF TRUSTEES, DEPENDING ON WHOSE INTEREST(S) POSE THE CONFLICT AND THE NATURE OF THE CONFLICT. |
FORM 990, PART VI, SECTION B, LINE 15 |
LEHIGH VALLEY HEALTH NETWORK 2018 EXECUTIVE COMPENSATION REVIEW IN COMPLIANCE WITH THE REBUTTABLE PRESUMPTION OF REASONABLENESS PROCESS OUTLINED IN THE INTERMEDIATE SANCTIONS REGULATIONS (ISSUED UNDER SECTION 4958 OF THE INTERNAL REVENUE CODE); SULLIVAN COTTER AND ASSOCIATES, INC. (SULLIVAN COTTER) QUALIFIES AS AN INDEPENDENT EXECUTIVE COMPENSATION EXPERT, SPECIALIZING IN THE HEALTH CARE INDUSTRY. SULLIVAN COTTER PROVIDES ADVICE TO THE LEHIGH VALLEY HEALTH NETWORK EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD OF TRUSTEES TO SUPPORT ITS ATTAINMENT OF THE REBUTTABLE PRESUMPTION OF REASONABLENESS UNDER THE INTERMEDIATE SANCTIONS REGULATIONS. THEY ALSO SUPPORT THE COMMITTEE IN ENSURING THAT THE LVHN EXECUTIVE COMPENSATION PROGRAM IS COMPETITIVE AND ALIGNED WITH THE ORGANIZATION'S EXECUTIVE COMPENSATION PHILOSOPHY. CHIEF EXECUTIVE OFFICER TOTAL COMPENSATION REVIEW: PROGRAM ANALYSIS: ANALYZE THE MARKET POSITION OF TOTAL COMPENSATION (BASE SALARY, INCENTIVE, BENEFITS, AND PERQUISITES) FOR LVHN'S PRESIDENT AND CHIEF EXECUTIVE OFFICER (CEO) IN RELATION TO CEO MARKET DATA OBTAINED FOR A DEFINED PEER GROUP OF COMPARABLE HEALTH SYSTEMS. THIS INCLUDES THE PREPARATION OF TALLY SHEETS FOR THE PRESIDENT AND CEO AS WELL AS AN ANALYSIS OF FORM 990 COMPENSATION DATA. THEY ASSESS THE ALIGNMENT OF THE PRESIDENT AND CEO'S COMPENSATION WITH LVHN'S COMPENSATION PHILOSOPHY AND NOTE THE IMPLICATIONS OF THE REVIEW. SULLIVAN COTTER'S ANALYSES AND FINDINGS ARE SUMMARIZED IN A REPORT TO THE COMMITTEE THAT PROVIDES A REASONABLENESS OPINION FOR THE INTERMEDIATE SANCTIONS COMPLIANCE. THE REPORT WAS PROVIDED BY SULLIVAN COTTER AT THE AUGUST 15, 2017 EXECUTIVE COMPENSATION COMMITTEE MEETING. CEO COUNCIL EXECUTIVE TOTAL COMPENSATION REVIEW: PROGRAM ANALYSIS: ANALYZE THE MARKET POSITION OF TOTAL COMPENSATION (SALARIES, INCENTIVES, BENEFITS, AND PERQUISITES) FOR LVHN'S CEO COUNCIL EXECUTIVES (APPROXIMATELY 12 TOTAL POSITIONS) IN RELATION TO COMPARABLE POSITIONS IN PEER ORGANIZATIONS. THIS INCLUDES THE PREPARATION OF TALLY SHEETS FOR EACH INDIVIDUAL. SULLIVAN COTTER'S ANALYSES AND FINDINGS ARE SUMMARIZED IN A REPORT TO THE COMMITTEE THAT ALSO PROVIDES AN OPINION OF REASONABLENESS FOR INTERMEDIATE SANCTIONS COMPLIANCE. THE REPORT WAS PROVIDED BY SULLIVAN COTTER AT THE AUGUST 15, 2017 EXECUTIVE COMPENSATION COMMITTEE MEETING. SUMMARY OF METHODOLOGY TO CONDUCT THIS ANALYSIS, SULLIVAN COTTER: COLLECTED BACKGROUND INFORMATION REGARDING LVHN'S OPERATIONS, STRUCTURE, SIZE AND SCOPE, AS WELL AS EACH POSITION'S DUTIES. COMPILED MARKET DATA FOR CEO COUNCIL EXECUTIVES CONSISTENT WITH THE EXECUTIVE COMPENSATION PHILOSOPHY APPROVED BY THE COMMITTEE DURING ITS SEPTEMBER 13, 2017 MEETING: THE MARKET DATA USED FOR LVHN SYSTEM EXECUTIVES IN THIS ASSESSMENT ARE AN EQUALLY WEIGHTED BLEND OF (1) A PEER GROUP OF 30 NOT-FOR-PROFIT HEALTH SYSTEMS LOCATED IN THE NORTHEAST REGION (EXCLUDING NEW YORK CITY) WITH NET OPERATING REVENUES BETWEEN $1.3 BILLION AND $5.0 BILLION (AVERAGE OF $2.4 BILLION), AND (2) NATIONAL DATA REFLECTING ORGANIZATIONS OF SIMILAR SCOPE AND SIZE TO LVHN. NATIONAL DATA ARE USED WHERE PEER GROUP DATA ARE NOT AVAILABLE. PEER GROUP AND NATIONAL MARKET DATA WERE ABSTRACTED FROM SULLIVAN COTTER'S 2016 SURVEY OF MANAGER AND EXECUTIVE COMPENSATION IN HOSPITALS AND HEALTH SYSTEMS, AS WELL AS OTHER PUBLISHED COMPENSATION SURVEYS REFLECTING PAY AT COMPARABLY SIZED ORGANIZATIONS, WHICH INCLUDED NATIONAL HOSPITALS AND NATIONAL MEDICAL GROUPS. SULLIVAN COTTER NOTES THAT NO MARKET DATA ARE PROVIDED FOR THE SVP, MEDICAL SERVICES AS THE RESPONSIBILITIES OF THAT POSITION ARE UNIQUE, SO NO BENCHMARK DATA ARE AVAILABLE. THEY RECOMMEND THAT THE COMMITTEE ASSESS THE COMPENSATION FOR THAT POSITION BASED ON INTERNAL EQUITY CONSIDERATIONS. COMPILED MARKET DATA FOR THE LVHN CLINICAL CHAIRS PREPARED BY THE ASSOCIATION OF AMERICAN MEDICAL COLLEGES (AAMC) FOR THE CHAIRS OF CLINICAL DEPARTMENTS IN MEDICAL SCHOOLS, LVHN'S TRADITIONAL COMPARATOR GROUP FOR THESE JOBS. ADJUSTED THE MARKET DATA TO AN EFFECTIVE DATE OF JANUARY 1, 2018 AT AN ANNUALIZED RATE OF 3.0% BASED ON SALARY INCREASE TRENDS. COMPARED EACH COMPONENT OF LVHN'S BENEFIT PROGRAM AGAINST TYPICAL MARKET BENEFIT PRACTICES IN HEALTH SYSTEMS AND HOSPITALS BASED ON MULTIPLE PUBLISHED SURVEYS, SUPPLEMENTED BY SULLIVAN COTTER'S PROPRIETARY DATA AND EXPERIENCE. DEVELOPED MARKET TOTAL COMPENSATION DATA BY COMBINING MARKET TCC WITH TYPICAL MARKET BENEFIT COSTS. COMPARED LVHN'S TC TO MARKET RATES AND ASSESSED OVERALL POSITIONING. FOR PHYSICIAN EXECUTIVES HAVING BOTH CLINICAL AND ADMINISTRATIVE ROLES, RELEVANT MARKET DATA WERE COLLECTED BASED ON FTE ALLOCATION. SULLIVAN COTTER HAS NOT COMPLETED AN ASSESSMENT OF THE PHYSICIANS' PRODUCTIVITY OR THE FAIR MARKET VALUE (FMV) OF THEIR CLINICAL COMPENSATION, AS LVHN HAS ADVISED THAT SUCH AMOUNTS ARE APPROPRIATE AND WITHIN FMV. SULLIVAN COTTER USED THE FOLLOWING METHODOLOGY TO ASSESS THE COMPETITIVENESS AND REASONABLENESS OF LVHN'S EXECUTIVE TOTAL COMPENSATION LEVELS: COLLECTED BACKGROUND INFORMATION REGARDING LVHN'S OPERATIONS, STRUCTURE, SIZE AND SCOPE. COLLECTED INFORMATION ON EACH CEO COUNCIL EXECUTIVE MEMBER'S CURRENT COMPENSATION. DATA COLLECTED INCLUDE BASE SALARIES, ANNUAL INCENTIVE OPPORTUNITY LEVELS (TARGET AND MAXIMUM), ACTUAL ANNUAL INCENTIVE PAYOUT AMOUNTS, ANNUAL COSTS OF ALL STANDARD AND SUPPLEMENTAL BENEFITS AND ANNUAL COST AND DESCRIPTION OF EXECUTIVE PERQUISITES. REVIEWED JOB DESCRIPTIONS AND ORGANIZATIONAL CHARTS TO IDENTIFY EACH POSITION'S FUNCTIONAL RESPONSIBILITIES AND REPORTING RELATIONSHIPS. SELECTED THE APPROPRIATE BENCHMARK POSITION MATCH FOR EACH POSITION AND APPLIED PREMIUMS/DISCOUNTS TO THE MARKET DATA IN INSTANCES WHERE LVHN'S JOB DUTIES DIFFER MATERIALLY FROM BENCHMARK POSITION MATCHES. POSITION MATCHES AND MARKET ADJUSTMENTS WERE REVIEWED WITH LVHN'S SENIOR VICE PRESIDENT, HUMAN RESOURCES AND COMPENSATION STAFF. LVHN'S PROJECTED FY2017 NET REVENUES AND PHYSICIAN FTE'S WERE USED AS THE SCOPE SIZE FOR EACH ENTITY. |
FORM 990, PART VI, SECTION C, LINE 18 |
ANOTHER'S WEBSITE - GUIDESTAR |
FORM 990, PART VI, SECTION C, LINE 19 |
FINANCIAL RESULTS ARE PUBLISHED IN THE ANNUAL REPORT, A COPY OF WHICH IS DISTRIBUTED IN A VARIETY OF PUBLIC FORUMS AND WOULD OTHERWISE BE PROVIDED UPON REQUEST. THE CONFLICT OF INTEREST POLICY WOULD BE AVAILABLE FOR VIEWING IN THE BUSINESS OR ADMINISTRATIVE OFFICES OF PMC UPON REQUEST TO ENSURE THE MOST CURRENT COPY IS ALWAYS THE ONE BEING MADE AVAILABLE. THE GOVERNING DOCUMENTS ARE AVAILABLE UPON REQUEST FOR PUBLIC INSPECTION. |
FORM 990, PART XI, LINE 9: |
DEFINED BENEFIT PENSION COSTS -4,275,652. TRANSFERS TO AFFILIATES -33,710,576. CHANGE IN FV OF INTEREST RATE SWAP 454,402. LOSS ON EXTINGUISHMENT OF DEBT 11,486. FAIR VALUE ADJUSTMENT 11,297,987. |