| Form 990, Part I, Line 6 NUMBER OF VOLUNTEERS |
APPROXIMATELY 83 DEDICATED VOLUNTEERS HELP ADVANCE THE WORK OF BANNER HEALTH FOUNDATION EACH YEAR. THESE INDIVIDUALS EMBODY OUR BELIEF THAT THE HEALTH AND WELL-BEING OF OUR COMMUNITY IS A SHARED RESPONSIBILITY. BANNER HEALTH FOUNDATION VOLUNTEERS INCLUDE PEOPLE OF ALL AGES, BACKGROUNDS AND SKILL SETS, WHICH TRULY REPRESENT THE DIVERSITY OF THE COMMUNITY WE SERVE. WHETHER WORKING BEHIND THE SCENES OR FRONT AND CENTER, BANNER HEALTH FOUNDATION VOLUNTEERS ARE COMMITTED TO HELPING OTHERS. INDIVIDUALS DONATE THEIR TIME AND TALENTS TO MAKE A DIFFERENCE BY SERVING AS MEMBERS OF THE BOARD OF DIRECTORS, MEMBERS OF VARIOUS OTHER BOARDS, CAMPAIGN CABINETS, ADVISORY COUNCILS, EVENT PLANNING COMMITTEES AND MORE. RESPONSIBILITIES INCLUDE, BUT ARE NOT LIMITED TO, OPERATIONAL OVERSIGHT, DONOR CULTIVATION, RELATIONSHIP BUILDING, EVENT PLANNING, AND PUBLIC SPEAKING. BANNER HEALTH FOUNDATION VOLUNTEERS ASSIST IN A VARIETY OF CAPACITIES AND ARE CRITICAL TO OUR SUCCESS. |
| Form 990, Part VI, Line 1a NUMBER OF VOTING MEMBERS OF THE GOVERNING BODY |
THE BANNER HEALTH FOUNDATION (BHF) BOARD OF DIRECTORS IS PRIMARILY A FUNDRAISING BOARD WITHOUT FISCAL OVERSIGHT. THE BANNER HEALTH BOARD OF DIRECTORS HAS THE BROADER AUTHORITY OVER BHF AS DESCRIBED IN THE NARRATIVE FOR PART VI, LINES 7A/B. IN MANY, IF NOT ALL, SITUATIONS, THE BHF BOARD DELEGATES AUTHORITY DIRECTLY TO THE BANNER HEALTH CEO. |
| Form 990, Part VI, Line 15a PROCESS FOR DETERMINING COMPENSATION |
THE COMPENSATION OF THE CEO AND OTHER OFFICERS OF BANNER ALZHEIMER'S FOUNDATION IS ESTABLISHED BY BANNER HEALTH AND IS SUBJECT TO OVERSIGHT BY THE BANNER HEALTH BOARD OF DIRECTORS' COMPENSATION COMMITTEE IN THE SAME MANNER AS SUCH OVERSIGHT IS EXERCISED OVER OTHER VICE PRESIDENTS AND HIGHER EXECUTIVES OF BANNER HEALTH. THE COMPENSATION IS WITHIN RANGES SET BY THE BANNER HEALTH COMPENSATION AND BENEFITS DEPARTMENT BASED ON MARKET DATA. BANNER HEALTH'S PROCESS TO DETERMINE COMPENSATION OF BANNER ALZHEIMER'S FOUNDATION IS AS FOLLOWS: BANNER HEALTH UTILIZES A COMPENSATION COMMITTEE COMPRISED OF INDEPENDENT DIRECTORS THAT EXERCISES OVERSIGHT OVER ALL ASPECTS OF THE COMPENSATION PAID TO OR FOR THE BENEFIT OF THE CEO AND ALL OTHER SENIOR EXECUTIVES OF BANNER HEALTH AND ANY OF ITS AFFILIATES AND ALL OTHER PERSONS WHO CONSTITUTE "DISQUALIFIED PERSONS" WITH RESPECT TO BANNER HEALTH UNDER CODE SECTION 4958. THE COMMITTEE: - ASSESSES ANNUALLY THE PERFORMANCE OF THE PRESIDENT and CEO - EXERCISES OVERSIGHT OVER ALL ASPECTS OF COMPENSATION FOR THE PRESIDENT AND CEO - REVIEWS AND DETERMINES THE EXECUTIVE TOTAL COMPENSATION PHILOSOPHY OF BANNER HEALTH - ESTABLISHES THE PERMISSIBLE RANGES OF COMPENSATION FOR SENIOR EXECUTIVES AND DISQUALIFIED PERSONS - REVIEWS AND APPROVES THE DESIGN OF THE COMPONENTS OF COMPENSATION FOR SENIOR EXECUTIVES AND ANY OTHER DISQUALIFIED PERSONS AND MONITORS COMPLIANCE OF BANNER HEALTH WITH THE PHILOSOPHY AND DESIGN COMPONENTS OF EXECUTIVE COMPENSATION - RECEIVES THE PRESIDENT AND CEO'S REPORT CONCERNING THE OVERALL PERFORMANCE AND DEVELOPMENT ASSESSMENT OF THE SENIOR EXECUTIVES - ACTS FOR THE BOARD IN THE ENGAGEMENT AND DIRECT OVERSIGHT OF EXTERNAL INDEPENDENT COMPENSATION CONSULTANTS ENGAGED TO PROVIDE ADVICE AND INFORMATION WITH RESPECT TO THE REASONABLENESS AND COMPETITIVENESS OF THE COMPENSATION PAID TO CEO, SENIOR EXECUTIVES AND ANY OTHER DISQUALIFIED PERSONS, WHICH CONSULTANT REPORTS DIRECTLY TO THE COMMITTEE. IN ADDITION, THE COMMITTEE HAS ADOPTED THE FOLLOWING BEST PRACTICES WITH RESPECT TO ITS EXECUTIVE COMPENSATION OVERSIGHT FUNCTION: - REVIEWS ALL INCENTIVE PLANS, BENEFIT PLANS AND PROGRAMS THAT APPLY TO EMPLOYEES AND PHYSICIANS - APPROVES CEO'S RECOMMENDATIONS AS TO THE COMPENSATION OF SENIOR EXECUTIVES - USES TALLY SHEETS SUMMARIZING ALL COMPONENTS OF THE CEO'S AND SENIOR EXECUTIVES' COMPENSATION, INCLUDING A THREE-YEAR EARNINGS HISTORY AND THE COST OF ALL COMPENSATION (INCLUDING SPECIFICALLY DEFERRED COMPENSATION) AT THE TIME THAT ANY ACTION IS TAKEN WITH RESPECT TO THE CEO'S OR SENIOR EXECUTIVES' COMPENSATION IN ORDER TO ENSURE THAT THE COMMITTEE IS FULLY INFORMED OF THE COMPLETE COMPENSATION PACKAGE BEFORE TAKING ANY SUCH ACTION - REVIEWS THE ANNUAL FORM 990 DISCLOSURES RELATING TO EXECUTIVE COMPENSATION TO ENSURE THE DISCLOSURES ACCURATELY RECONCILE TO THE COMPENSATION PACKAGES APPROVED BY THE COMMITTEE. THE COMPENSATION COMMITTEE RETAINS AN EXTERNAL INDEPENDENT COMPENSATION CONSULTING FIRM TO ASSIST THE COMMITTEE. THE COMMITTEE ENGAGES A NATIONALLY RECOGNIZED COMPENSATION CONSULTING FIRM WITH SUBSTANTIAL HEALTHCARE EXPERIENCE. THIS FIRM REVIEWED AND OPINED AS TO THE REASONABLENESS OF THE TOTAL COMPENSATION PACKAGE OF THE CEO, SENIOR EXECUTIVE MANAGEMENT, AND OTHER EXECUTIVE MANAGEMENT IDENTIFIED BY THE COMMITTEE AS POTENTIAL DISQUALIFIED PERSONS. THE COMMITTEE ANNUALLY REVIEWS THE RELATIONSHIP BETWEEN BANNER HEALTH AND EACH CONSULTANT TO ENSURE THE CONSULTANT'S INDEPENDENCE. IN CONNECTION WITH EACH SUCH EVALUATION, THE COMMITTEE REQUESTS A WRITTEN CERTIFICATION FROM EACH CONSULTANT THAT: - INCLUDES AN INDEPENDENCE ATTESTATION AFFIRMING THAT THE CONSULTANT HAS CONDUCTED ITS OWN INTERNAL ASSESSMENT AND BASED ON SUCH ASSESSMENT AND ITS INTERNAL CONTROLS, CONCLUDED THAT IT HAS PERFORMED ITS SERVICES FOR THE COMMITTEE IN AN INDEPENDENT MANNER AND IS INDEPENDENT AS DEFINED IN THE INTERMEDIATE SANCTION REGULATIONS UNDER CODE SECTION 4958 - CONFIRMS THAT THE CONSULTANT REPORTS TO THE COMMITTEE THROUGH THE CHAIR OF THE COMMITTEE AND THAT ALL CONSULTING ACTIVITY FOR BANNER HEALTH CONDUCTED BY SUCH CONSULTANT DURING THE PRECEDING YEAR WAS CONDUCTED WITH THE KNOWLEDGE AND CONSENT OF THE CHAIR OF THE COMMITTEE - DETAILS THE AMOUNTS PAID BY BANNER HEALTH TO THE CONSULTANT IN ITS CAPACITY AS AN EXTERNAL COMPENSATION CONSULTANT TO THE COMMITTEE, AND THE AMOUNTS PAID BY BANNER HEALTH, IF ANY, TO THE CONSULTANT AND ITS AFFILIATES FOR ANY OTHER ENGAGEMENTS. WITH THE ASSISTANCE OF THE INDEPENDENT COMPENSATION CONSULTANT, THE COMPENSATION COMMITTEE ANNUALLY REVIEWS THE PERFORMANCE OF THE CEO AND RECOMMENDS ADJUSTMENTS TO HER BASE SALARY AS DEEMED APPROPRIATE BASED UPON THE REVIEW, SUBJECT TO CONFIRMATION FROM THE CONSULTANT (WHO ATTENDS SUCH MEETING) THAT THE RECOMMENDATION IS APPROPRIATE AND WILL NOT RESULT IN THE OVERALL COMPENSATION OF THE CEO BECOMING UNREASONABLE. IN ORDER TO ENSURE THAT THE COMPENSATION DECISION IS SUBJECT TO THE ACTION OF INDEPENDENT DIRECTORS, THE BOARD MAY NOT APPROVE A SALARY ACTION DIFFERENT FROM THAT RECOMMENDED BY THE COMPENSATION COMMITTEE WITHOUT THE CONCURRENCE OF THE COMMITTEE. THE CEO ESTABLISHES THE BASE SALARY OF THE EXECUTIVES WHO DIRECTLY REPORT TO HIM, AND THOSE EXECUTIVES IN TURN ESTABLISH THE BASE SALARY OF THOSE INDIVIDUALS WHO REPORT TO THEM. ALL BASE SALARIES ARE, HOWEVER, BASED UPON POSITION-SPECIFIC MARKET DATA PROVIDED BY THE BANNER COMPENSATION AND BENEFITS DEPARTMENT. THESE RANGES ARE ESTABLISHED IN ACCORDANCE WITH AN EXECUTIVE COMPENSATION PHILOSOPHY THAT IS ESTABLISHED, AND PERIODICALLY REVIEWED, BY THE COMPENSATION COMMITTEE. ANNUAL EQUITY ADJUSTMENTS MAY BE MADE UPON APPROVAL OF THE CEO AND BASED UPON SPECIFIC MARKET DATA. THE COMPENSATION COMMITTEE RECEIVES AN ANNUAL REPORT FROM THE COMPENSATION AND BENEFITS DEPARTMENT SHOWING THAT BASE SALARIES ARE BEING MAINTAINED CONSISTENT WITH THE EXECUTIVE COMPENSATION PHILOSOPHY APPROVED BY THE COMMITTEE. AS STATED IN THE RESPONSE TO SCHEDULE J, PART I, LINE 7, THE SIGNIFICANT NON-FIXED COMPONENTS OF THE COMPENSATION OF THE CEO AND OTHER SENIOR MANAGEMENT ARE ESTABLISHED AND MONITORED BY THE COMPENSATION COMMITTEE WITH THE ASSISTANCE OF THE INDEPENDENT COMPENSATION CONSULTANT AND ARE INCLUDED IN THE ANNUAL REASONABLENESS OPINION RENDERED BY THE INDEPENDENT COMPENSATION CONSULTANT. CONTEMPORANEOUS MINUTES ARE KEPT OF ALL MEETINGS OF THE COMPENSATION COMMITTEE AND OF THE ACTIONS OF THE BOARD OF DIRECTORS IN APPROVING THE COMPENSATION OF CEO AND REVIEWING AND MONITORING THE COMPENSATION FOR ALL OTHER SENIOR EXECUTIVES AND TOP MANAGEMENT. THE COMPENSATION REVIEW PROCESS WAS LAST COMPLETED IN 2021. |
| Form 990, Part VI, Line 2 Family/business relationships amongst interested persons |
JOHN STRITTMATTER AND JOHN GRAHAM - Business relationship |
| Form 990, Part VI, Line 6 Classes of members or stockholders |
THE SOLE VOTING MEMBER OF BANNER HEALTH FOUNDATION IS BANNER HEALTH, AN ARIZONA NONPROFIT CORPORATION EXEMPT FROM TAX AS AN ENTITY DESCRIBED UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. THE MEMBER'S VOTE SHALL BE REQUIRED ON: (A)ELECTION AND REMOVAL OF DIRECTORS AS SET FORTH IN THE ORGANIZATION'S BYLAWS; (B)ELECTION AND REMOVAL OF CERTAIN OFFICERS AS SET FORTH IN THE ORGANIZATION'S BYLAWS; (C)THE ADOPTION OF ANY PLAN OF MERGER OR CONSOLIDATION; (D)THE ADOPTION OF ANY PLAN OF DISSOLUTION; (E)THE SALE OR ENCUMBRANCE OF ANY ASSET AS SET FORTH IN THE ORGANIZATION'S BYLAWS; (F)AMENDMENT OF THE ARTICLES OF INCORPORATION OR BYLAWS OF THE CORPORATION; AND (G)THOSE ISSUES OR MATTERS UPON WHICH THE MEMBER IS GRANTED VOTING RIGHTS AS SET FORTH IN THE ARTICLES OF INCORPORATION, THE BYLAWS, OR THE ARIZONA NONPROFIT CORPORATION ACT. THE CORPORATION MAY HAVE SUCH NONVOTING MEMBERS AS THE MEMBER SHALLCREATE AND AUTHORIZE. AT SUCH TIME AS THE MEMBER CREATES A CLASS OR CLASSES OF NONVOTING MEMBERSHIP FOR THE CORPORATION, IT SHALL AMEND THE BYLAWS ACCORDINGLY. CREATION OF ANY CLASS OF NONVOTING MEMBER SHALL BE EFFECTIVE ONLY UPON AMENDMENT OF THE BYLAWS. POWERS OF THE VOTING MEMBER - THE VOTING MEMBER SHALL HAVE AND EXERCISE THOSE POWERS HEREAFTER DESCRIBED AS WELL AS THOSE SPECIFIC POWERS SET FORTH IN OTHER SECTIONS OF THE BYLAWS. THE VOTING MEMBER SHALL: (A) APPOINT OR REMOVE THE PRESIDENT AND EVALUATE THE PERFORMANCE OF THE PRESIDENT; (B) APPOINT ALL MEMBERS OF THE BOARD OF DIRECTORS OF THE CORPORATION FOLLOWING NOMINATION BY THE BOARD OF DIRECTORS OF THE CORPORATION; (C) REVIEW AND APPROVE MISSION STATEMENTS AND STRATEGIC PLANS; (D) APPROVE THE ESTABLISHMENT OF ALL NEW CORPORATE OR PARTNERSHIP ENTITIES CREATED OR JOINED BY THE CORPORATION; (E) REVIEW AND APPROVE OPERATING AND CAPITAL BUDGETS OF THE CORPORATION; (F) APPROVE ALL UNBUDGETED EXPENDITURES OVER THRESHOLDS AND SIGNATURE AUTHORITY AS ESTABLISHED BY POLICY OF THE VOTING MEMBER; (G) APPROVE THE SALE OF ANY ASSET OVER THRESHOLDS AND SIGNATURE AUTHORITY AS ESTABLISHED BY POLICY OF THE VOTING MEMBER; (H) APPROVE MAJOR CONTRACTS OF A NATURE AND SIZE AS DETERMINED BY POLICY AND SIGNATURE AUTHORITY OF THE VOTING MEMBER; AND (I) APPROVE ALL DEBT OF THE CORPORATION OF TYPES AND LIMITS OVER THRESHOLDS AND SIGNATURE AUTHORITY AS ESTABLISHED BY POLICY OF THE VOTING MEMBER. |
| Form 990, Part VI, Line 11b Review of form 990 by governing body |
THE 990 IS REVIEWED BY BANNER HEALTH'S LEGAL DEPARTMENT, TAX DEPARTMENT, INTERNAL ASSURANCE DEPARTMENT AND CERTAIN BANNER HEALTH FOUNDATION OFFICERS. A MEETING IS HELD WITH THE TAX PREPARER AND A REVIEW IS DONE PRIOR TO THE FILING OF THE RETURN. THE FORM 990 WILL BE MADE AVAILABLE TO THE GOVERNING BODY AT THE NEXT REGULARLY SCHEDULED BOARD MEETING AFTER FILING. |
| Form 990, Part VI, Line 12c Conflict of interest policy |
THE ORGANIZATION'S GOVERNING DOCUMENTS, AUDITED FINANCIAL STATEMENTS, CONFLICT OF INTEREST POLICY, AND TAX RETURNS ARE AVAILABLE UPON REQUEST. COPIES ARE MAINTAINED AT EACH ADMINISTRATIVE OFFICE AND IN THE LEGAL AND TAX DEPARTMENTS. PURSUANT TO BH'S CONFLICT OF INTEREST POLICY, ALL BOARD MEMBERS, OFFICERS AND THE DIRECTOR OF INTERNAL ASSURANCE MUST DISCLOSE THE EXISTENCE OF ANY FINANCIAL INTEREST THAT MAY GIVE RISE TO A CONFLICT OF INTEREST. |
| Form 990, Part VI, Line 19 Required documents available to the public |
THE ORGANIZATION'S GOVERNING DOCUMENTS, AUDITED FINANCIAL STATEMENTS, CONFLICT OF INTEREST POLICY, AND TAX RETURNS ARE AVAILABLE UPON REQUEST. COPIES ARE MAINTAINED AT EACH ADMINISTRATIVE OFFICE AND IN THE LEGAL AND TAX DEPARTMENTS. |
| Form 990, Part XI, Line 9 Other changes in net assets or fund balances |
INTERCOMPANY TRANSFERS - 4573450; |
Attach to Form 990 or 990-EZ.