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ObjectId: 202331359349317288 - Submission: 2023-05-15
TIN: 82-0912090
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
21
Open to Public Inspection
Name of the organization
UPMC MEMORIAL
Employer identification number
82-0912090
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
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
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 nonfixed
payments not described in lines 5 and 6? If "Yes," describe in Part III
............
7
No
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) 2021
Page 2
Schedule J (Form 990) 2021
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, 1099-MISC compensation, and/or 1099-NEC
(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
PHILIP W GUARNESCHELLI
PRESIDENT AND CEO
(i)
(ii)
0
-------------
939,451
0
-------------
440,572
0
-------------
11,412
0
-------------
23,545
0
-------------
39,741
0
-------------
1,454,721
0
-------------
0
2
KENNETH OKEN MD
DIRECTOR
(i)
(ii)
0
-------------
458,749
0
-------------
60,500
0
-------------
2,735
0
-------------
23,545
0
-------------
6,051
0
-------------
551,580
0
-------------
0
3
ALISON BERNHARDT
TREASURER/VP & CFO
(i)
(ii)
0
-------------
341,181
0
-------------
160,000
0
-------------
9,450
0
-------------
26,007
0
-------------
8,748
0
-------------
545,386
0
-------------
0
4
CHRISTOPHER P MARKLEY ESQ
FMR SEC'Y/SR VP/GENERAL COUNSEL
(i)
(ii)
0
-------------
278,011
0
-------------
143,902
0
-------------
5,191
0
-------------
18,970
0
-------------
26,429
0
-------------
472,503
0
-------------
0
5
CHRISTINE MILLER ESQ
SECRETARY/ASSOC. COUNSEL
(i)
(ii)
0
-------------
223,147
0
-------------
43,444
0
-------------
1,413
0
-------------
23,822
0
-------------
40,800
0
-------------
332,626
0
-------------
0
6
REBECCA BRUCE
SENIOR DIRECTOR ASC
(i)
(ii)
234,292
-------------
0
0
-------------
0
568
-------------
0
16,901
-------------
0
31,014
-------------
0
282,775
-------------
0
0
-------------
0
7
JOSEPH IANDOLO
VP, OPERATIONS
(i)
(ii)
232,857
-------------
0
0
-------------
0
660
-------------
0
14,179
-------------
0
12,289
-------------
0
259,985
-------------
0
0
-------------
0
8
AMANDA MORGAN
ASSISTANT TREASURER
(i)
(ii)
0
-------------
170,425
0
-------------
38,723
0
-------------
328
0
-------------
12,579
0
-------------
24,327
0
-------------
246,382
0
-------------
0
9
THEODORE VLASSIS
PHARMACIST
(i)
(ii)
164,611
-------------
0
0
-------------
0
755
-------------
0
12,117
-------------
0
35,035
-------------
0
212,518
-------------
0
0
-------------
0
10
ANDREW ELDEEN
PROFESSIONAL STAFF NURSE, BSN
(i)
(ii)
163,740
-------------
0
0
-------------
0
20
-------------
0
13,451
-------------
0
27,862
-------------
0
205,073
-------------
0
0
-------------
0
11
JOSHUA CAMPBELL
SUPV CHIEF PHARMACIST
(i)
(ii)
160,475
-------------
0
0
-------------
0
87
-------------
0
9,969
-------------
0
25,114
-------------
0
195,645
-------------
0
0
-------------
0
Schedule J (Form 990) 2021
Page 3
Schedule J (Form 990) 2021
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
PART I, LINE 3
UPMC MEMORIAL RELIES ON UPMC PINNACLE, A RELATED ORGANIZATION, TO ESTABLISH THE COMPENSATION OF THE ORGANIZATION'S CEO. METHODS USED TO ESTABLISH COMPENSATION BY THE RELATED ORGANIZATION INCLUDE: - COMPENSATION COMMITTEE - INDEPENDENT COMPENSATION CONSULTANT - COMPENSATION SURVEY OR STUDY - APPROVAL BY THE COMPENSATION COMMITTEE OF THE BOARD
PART I, LINE 4B
ALL PERSONS PARTICIPATING IN A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN ARE DISCLOSED IN SCHEDULE J WITH CORRESPONDING AMOUNTS DISCLOSED WITHIN THE TOTAL AMOUNT IN SCHEDULE J COLUMN C "RETIREMENT AND OTHER DEFERRED COMPENSATION". DUE TO RESTRICTIONS IMPOSED BY THE INTERNAL REVENUE CODE ("CODE"), CERTAIN OFFICERS AND KEY EMPLOYEES ARE LIMITED IN THE AMOUNT OF BENEFITS WHICH MAY BE RECEIVED UNDER A TAX QUALIFIED RETIREMENT PROGRAM. LIKE MANY EMPLOYERS, UPMC SUPPLEMENTS ITS RETIREMENT BENEFITS THROUGH A SUPPLEMENTAL RETIREMENT PROGRAM. THE SUPPLEMENTAL RETIREMENT PROGRAM IS SUBJECT TO MULTI YEAR VESTING WHICH PLACES THE OFFICERS AND KEY EMPLOYEES' RETIREMENT BENEFIT AT RISK OF FORFEITURE IF THE VESTING REQUIREMENTS ARE NOT SATISFIED. ONCE VESTED HOWEVER, PROVISIONS OF THE CODE REQUIRE THAT THE VESTED AMOUNTS BE REPORTED ON THE FORM 990 AND THE VESTED OFFICER OR KEY EMPLOYEE INCLUDE IN CURRENT INCOME THE VALUE OF HER OR HIS SUPPLEMENTAL RETIREMENT BENEFIT. NOTWITHSTANDING THE TAX REQUIREMENT TO RECOGNIZE THE VESTED AMOUNT OF THE SUPPLEMENTAL RETIREMENT BENEFIT AS CURRENT INCOME FOR FICA TAXATION AND REPORTING PURPOSES, THIS BENEFIT, WHICH GENERALLY HAS BEEN EARNED OVER HER OR HIS ENTIRE CAREER, HAS NOT AND WILL NOT BE DISTRIBUTED UNTIL THE OFFICER OR KEY EMPLOYEE RETIRES OR SEPARATES FROM SERVICE FROM UPMC AND SATISFIED THE NON-COMPETE PROVISION OF THEIR EMPLOYMENT AGREEMENT AND/OR SATISFY A POST-RETIREMENT SEPARATION AGREEMENT. THE SUPPLEMENTAL RETIREMENT PROGRAM PROVIDES FOR THE CURRENT DISTRIBUTION OF ONLY THE AMOUNT NECESSARY TO SATISFY ANY INCOME TAX LIABILITY RESULTING FROM THE VESTING DURING ACTIVE EMPLOYMENT. FINALLY, IT SHOULD BE NOTED THAT IN ACCORDANCE WITH IRS INSTRUCTIONS, A SUBSTANTIAL PORTION OF THE AMOUNT REPORTED ON THE FORM 990 ATTRIBUTABLE TO SUPPLEMENTAL RETIREMENT PROGRAM VESTING HAS BEEN REPORTED IN PREVIOUSLY FILED FORMS 990.
Schedule J (Form 990) 2021
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