efile Public Visual Render
ObjectId: 202003179349307625 - Submission: 2020-11-12
TIN: 94-2788907
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.
Go to
www.irs.gov/Form990
for instructions and the latest information.
OMB No. 1545-0047
20
19
Open to Public Inspection
Name of the organization
SUTTER HEALTH
Employer identification number
94-2788907
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 on 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 on 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
Yes
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 nonfixed
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) 2019
Page 2
Schedule J (Form 990) 2019
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
SARAH KREVANS
PRES. & CEO, SUTTER HEALTH
(i)
(ii)
1,728,609
-------------
0
2,169,208
-------------
0
318,273
-------------
0
1,225,459
-------------
0
28,608
-------------
0
5,470,157
-------------
0
924,507
-------------
2
FLORENCE DI BENEDETTO
SVP & GENERAL COUNSEL/ASST SEC
(i)
(ii)
706,671
-------------
0
567,586
-------------
0
1,470,899
-------------
0
319,557
-------------
0
13,292
-------------
0
3,078,005
-------------
0
217,228
-------------
3
JAMES CONFORTI
SH SVP / COO
(i)
(ii)
968,873
-------------
0
784,315
-------------
0
132,998
-------------
0
632,493
-------------
0
27,723
-------------
0
2,546,402
-------------
0
294,775
-------------
4
JEFF SPRAGUE
SH SVP & CFO
(i)
(ii)
774,681
-------------
0
683,006
-------------
0
143,762
-------------
0
626,108
-------------
0
18,984
-------------
0
2,246,541
-------------
0
280,904
-------------
5
DON L WREDEN
SH SVP / PATIENT EXPERIENCE
(i)
(ii)
710,141
-------------
0
931,772
-------------
0
129,664
-------------
0
135,472
-------------
0
29,448
-------------
0
1,936,497
-------------
0
216,351
-------------
6
JEFF GERARD
SH SVP / STRGY SRVS & CSO
(i)
(ii)
749,907
-------------
0
644,165
-------------
0
148,161
-------------
0
143,372
-------------
0
19,527
-------------
0
1,705,132
-------------
0
289,066
-------------
7
Stephen H Lockhart
SH SVP / CMO
(i)
(ii)
594,878
-------------
0
506,539
-------------
0
105,259
-------------
0
436,549
-------------
0
32,815
-------------
0
1,676,040
-------------
0
204,064
-------------
8
JILL RAGSDALE
SVP/CHIEF PEOPLE & CULTURE OFF
(i)
(ii)
631,315
-------------
0
524,209
-------------
0
181,280
-------------
0
300,943
-------------
0
32,905
-------------
0
1,670,652
-------------
0
272,483
-------------
9
RISHI SIKKA MD
PRESIDENT, SH SYSTEM ENTRPRISE
(i)
(ii)
705,117
-------------
0
552,076
-------------
0
20,118
-------------
0
353,397
-------------
0
31,753
-------------
0
1,662,461
-------------
0
103,047
-------------
10
WARREN BROWNER
CEO, CPMC
(i)
(ii)
643,289
-------------
0
640,650
-------------
0
99,476
-------------
0
238,049
-------------
0
20,944
-------------
0
1,642,408
-------------
0
184,051
-------------
11
ELIZABETH VILARDO-MORGAN
CEO, SBMF
(i)
(ii)
681,132
-------------
0
453,159
-------------
0
132,526
-------------
0
271,473
-------------
0
26,861
-------------
0
1,565,151
-------------
0
220,467
-------------
12
GRANT DAVIES
CEO, Valley Area Hospitals
(i)
(ii)
555,056
-------------
0
498,887
-------------
0
188,848
-------------
101,481
111,072
-------------
0
18,451
-------------
0
1,372,314
-------------
101,481
203,835
-------------
13
JULIE A PETRINI
CEO, BAY AREA HOSPITALS
(i)
(ii)
689,838
-------------
0
469,588
-------------
0
97,200
-------------
0
107,972
-------------
0
10,854
-------------
0
1,375,452
-------------
0
187,720
-------------
14
JEREMY EAVES
CEO,SUTTER SHARED SERVICES
(i)
(ii)
584,784
-------------
0
306,815
-------------
0
13,065
-------------
0
173,823
-------------
0
23,358
-------------
0
1,101,845
-------------
0
54,721
-------------
15
JEFFREY SZCZESNY
SH VP, HR Operations
(i)
(ii)
459,495
-------------
0
252,821
-------------
0
119,400
-------------
0
80,383
-------------
0
25,852
-------------
0
937,951
-------------
0
162,927
-------------
16
JONATHAN MANIS
Former SH SVP / CIO
(i)
(ii)
0
-------------
0
0
-------------
0
72,802
-------------
536,782
0
-------------
0
0
-------------
0
72,802
-------------
536,782
0
-------------
17
PETER ANDERSON
Former SVP, CSO
(i)
(ii)
0
-------------
0
0
-------------
0
394,872
-------------
85,776
0
-------------
0
0
-------------
0
394,872
-------------
85,776
0
-------------
18
JEFF BURNICH MD
FORMER SVP, SH MED NETWORK
(i)
(ii)
0
-------------
0
0
-------------
0
359,044
-------------
36,960
0
-------------
0
0
-------------
0
359,044
-------------
36,960
0
-------------
19
ED ERWIN
DIR REAL ESTATE SVCS/ASST SEC
(i)
(ii)
232,043
-------------
0
38,907
-------------
0
2,100
-------------
15,640
-------------
0
19,318
-------------
0
308,008
-------------
0
0
-------------
20
CHARLES WIRTH
FORMER CEO, SPS
(i)
(ii)
0
-------------
0
0
-------------
0
0
-------------
187,629
0
-------------
0
0
-------------
0
0
-------------
187,629
0
-------------
Schedule J (Form 990) 2019
Page 3
Schedule J (Form 990) 2019
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
RELEVANT INFORMATION REGARDING COMPENSATION ITEMS: FIRST-CLASS TRAVEL: CERTAIN OFFICERS AND KEY EMPLOYEES OF SUTTER HEALTH MAY UPGRADE TO FIRST-CLASS TRAVEL AS BUSINESS NEED DICTATES. UPGRADES ARE CONSIDERED A NECESSARY BUSINESS EXPENSE. SPOUSAL TRAVEL: FOR BOARD MEMBERS, ON CERTAIN OCCASIONS DETERMINED BY THE BOARD CHAIR, A SPOUSE MAY ACCOMPANY THE BOARD MEMBER TO A BOARD FUNCTION. TAXABLE SPOUSAL TRAVEL EXPENSES WILL BE REPORTED AS INCOME ON A FORM W-2 OR 1099 AS APPROPRIATE. SCHEDULE J, PART I, LINE 3 SUPPLEMENTAL COMPENSATION INFORMATION: 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 SUTTER'S EXECUTIVE PROGRAMS AND CONSISTENCY WITH THE ORGANIZATION'S 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 4A
SEVERANCE PAYMENTS: PETER ANDERSON RECEIVED SEVERANCE PAYMENTS OF $386,219 JEFF BURNICH, MD RECEIVED SEVERANCE PAYMENTS OF $359,044 JONATHAN MANIS RECEIVED SEVERANCE PAYMENTS OF $72,091
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 HEALTH'S 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 AND SOCIAL SECURITY BENEFITS. SUTTER'S PLANS ARE DESIGNED CONSISTENT WITH COMPETITIVE INDUSTRY PRACTICES. THE RETIREMENT PLAN FOR SUTTER HEALTH EMPLOYEES IS A COMBINATION OF 403(B) EMPLOYER MATCH CONTRIBUTIONS AND QUALIFIED PENSION PLAN BENEFITS. SUTTER HEALTH EXECUTIVES ARE GENERALLY INELIGIBLE FOR EMPLOYER MATCH CONTRIBUTIONS. TO ENSURE A COMPETITIVE RETIREMENT BENEFIT, SUTTER HEALTH MAKES AN ANNUAL CONTRIBUTION TO A NON-QUALIFIED 457(F) PLAN FOR ITS EXECUTIVES. THE FORMULA PROVIDES 6% TO 12% OF BASE SALARY PLUS ANNUAL INCENTIVE PLAN AWARD (COMMENSURATE WITH MANAGEMENT LEVEL). CONTRIBUTIONS ARE ALSO MADE FOR A SMALL GROUP OF SENIOR LEVEL EXECUTIVES WHOSE ESTIMATED RETIREMENT BENEFIT (SOCIAL SECURITY PLUS QUALIFIED PLAN BENEFITS PLUS 457F) 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 HEALTH'S QUALIFIED PENSION PLAN WHERE EMPLOYEE BENEFITS ARE GUARANTEED (I.E., A DEFINED BENEFIT), SUTTER'S 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 INDIVIDUALS RECEIVED 457(F) NON-QUALIFIED PAYMENTS DURING THE YEAR: FLORENCE DI BENEDETTO - $1,344,189
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 15% 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, OPERATING UNIT AND SYSTEM-WIDE OBJECTIVES THAT DRIVE OVERALL ORGANIZATION PERFORMANCE. LONG TERM PERFORMANCE PLANS: SUTTER HEALTH ALSO EMPLOYS A LONG TERM PERFORMANCE PLAN WHICH IS DESIGNED TO FOCUS ON LONGER TERM STRATEGIC OBJECTIVES OF THE ORGANIZATION. SUTTER'S 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 LONG TERM PERFORMANCE 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. 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 BY THE COMPENSATION COMMITTEE PRIOR TO PAYMENT.
Schedule J (Form 990) 2019
Additional Data
Software ID:
Software Version: