TY 2022 Form 990 Schedule J

(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
(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)
1John Ackley MD Physician	(i) (ii)	775,724 ------------- 0	788,544 ------------- 0	78,960 ------------- 0	54,400 ------------- 0	34,298 ------------- 0	1,731,926 ------------- 0	54,482 ------------- 0
2Scott Hecox MD Director	(i) (ii)	802,278 ------------- 0	545,128 ------------- 0	68,368 ------------- 0	54,400 ------------- 0	30,279 ------------- 0	1,500,453 ------------- 0	48,778 ------------- 0
3Andrew Brochu MD Physician	(i) (ii)	591,532 ------------- 0	551,958 ------------- 0	49,348 ------------- 0	54,400 ------------- 0	27,023 ------------- 0	1,274,261 ------------- 0	48,754 ------------- 0
4David Ferguson MD Director	(i) (ii)	794,453 ------------- 0	274,681 ------------- 0	53,696 ------------- 0	54,400 ------------- 0	34,260 ------------- 0	1,211,490 ------------- 0	52,795 ------------- 0
5Anthony Cahill MD Physician	(i) (ii)	511,852 ------------- 0	472,759 ------------- 0	31,178 ------------- 0	54,400 ------------- 0	33,840 ------------- 0	1,104,029 ------------- 0	10,268 ------------- 0
6Jacob Davis MD Physician	(i) (ii)	782,267 ------------- 0	132,273 ------------- 0	42,084 ------------- 0	54,400 ------------- 0	26,802 ------------- 0	1,037,826 ------------- 0	20,963 ------------- 0
7Bradley Gilliam MD Physician	(i) (ii)	504,365 ------------- 0	260,462 ------------- 0	73,427 ------------- 0	54,400 ------------- 0	26,979 ------------- 0	919,633 ------------- 0	52,404 ------------- 0
8Johnny D Howton MD Director	(i) (ii)	498,351 ------------- 0	158,668 ------------- 0	52,863 ------------- 0	45,250 ------------- 0	27,294 ------------- 0	782,426 ------------- 0	40,149 ------------- 0
9Adam W Ylitalo DO Director	(i) (ii)	526,602 ------------- 0	77,361 ------------- 0	72,773 ------------- 0	54,400 ------------- 0	26,708 ------------- 0	757,844 ------------- 0	51,724 ------------- 0
10David Myers MD Director	(i) (ii)	0 ------------- 599,242	0 ------------- 32,121	0 ------------- 43,877	0 ------------- 54,460	0 ------------- 10,627	0 ------------- 740,327	0 ------------- 43,179
11Charles Williams President/CEO	(i) (ii)	0 ------------- 407,294	0 ------------- 156,089	0 ------------- 59,166	0 ------------- 64,462	0 ------------- 32,068	0 ------------- 719,079	0 ------------- 0
12Jon M Ellis MD Director	(i) (ii)	522,785 ------------- 0	1,325 ------------- 0	44,753 ------------- 0	54,400 ------------- 0	26,726 ------------- 0	649,989 ------------- 0	42,255 ------------- 0
13Umad Ahmad MD Director/Chair	(i) (ii)	0 ------------- 421,322	0 ------------- 107,100	0 ------------- 21,225	0 ------------- 16,442	0 ------------- 27,095	0 ------------- 593,184	0 ------------- 0
14Marc S Elieson MD Director	(i) (ii)	191,795 ------------- 230,360	12,703 ------------- 63,408	188 ------------- 219	6,360 ------------- 7,420	11,653 ------------- 13,595	222,699 ------------- 315,002	0 ------------- 0
15Shellie Mach Secretary/Treasurer	(i) (ii)	0 ------------- 209,548	0 ------------- 56,286	0 ------------- 20,848	0 ------------- 12,146	0 ------------- 29,451	0 ------------- 328,279	0 ------------- 0
16Matthew Rohrer VP Clinic Operations	(i) (ii)	0 ------------- 189,205	0 ------------- 51,475	0 ------------- 781	0 ------------- 10,021	0 ------------- 26,838	0 ------------- 278,320	0 ------------- 0

Schedule J (Form 990) 2022

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	Process for determining compensation: The organization, a controlled affiliate of Baylor Scott & White 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 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 Baylor Scott & White Holdings Board of Trustees and its Compensation 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 similarly-sized, and structured businesses including other integrated health care service systems and other similarly-sized organizations, both locally and nationally. Each year the Baylor Scott & White Holdings Board of Trustees and the Compensation Committee, on behalf of the organization through reserved powers explicitly held by Baylor Scott & White Holdings, works directly with an independent compensation consultant(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 other officers and key employees to ensure total compensation is within a fair market range. The annual review included reviewing certain officers and key employees listed on the Form 990 during the current tax year. The Compensation Committee is made up of members of the Baylor Scott & White Holdings Board of Trustees, who are independent, community volunteers. Guided by the information provided by the independent compensation consultant(s), the Compensation Committee approves the annual process and methodology for setting fair market salary ranges, earned incentives, and/or 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 Compensation 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 Compensation Committee will often meet in executive session to discuss and review recommendations made by the independent compensation consultant(s). No officer or key employee whose compensation is being reviewed is present during these discussions. All decisions are properly documented in the minutes of the meetings.
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 W. Ylitalo, D.O. ($51,724), Andrew Brochu, M.D. ($48,754), Anthony Cahill, M.D. ($10,268), Bradley Gilliam, M.D. ($52,404), Charles Williams, David Ferguson, M.D. ($52,795), David Myers, M.D. ($43,179), Jacob Davis, M.D. ($20,963), John Ackley, M.D., ($54,482), Johnny D. Howton, M.D. ($40,149), Jon M. Ellis, M.D. ($42,255), Marc S. Elieson, M.D. and Scott Hecox, M.D. ($48,778).
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.

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