2024-08-14T11:06:24-05:00 2023-09-30 920460586 PWC US TAX LLP 101 SEAPORT BLVD BOSTON MA 02210 990 2022-10-01 030225105 THE UNIVERSITY OF VERMONT HEALTH NETWORK MEDICAL GROUP INC UNIV 8028475959 111 COLCHESTER AVENUE BURLINGTON VT 05401 JENNIFER GAGNON TREASURER 8028475959 2024-08-12 1 0 PAUL J TANIS P01441612 6175305000 2022 2024-08-08 14:25:15Z DR JASON SANDERS 111 COLCHESTER AVENUE BURLINGTON VT 05401 352661914 0 X WWW.UVMHEALTH.ORG/MEDCENTER X 1994 VT SERVE AS THE GOVERNING ORGANIZATION FOR PHYSICIANS EMPLOYED TO PROVIDE CLINICAL SERVICES TO AFFILIATED MEMBER HOSPITALS OF THE UNIVERSITY OF VERMONT HEALTH NETWORK. 14 3 1139 0 0 0 0 0 336867677 352661914 0 0 0 0 336867677 352661914 0 0 0 0 336867677 352661914 0 0 0 0 0 336867677 352661914 0 0 0 0 0 0 0 0 X SERVE AS THE GOVERNING ORGANIZATION FOR PHYSICIANS WHO ARE EMPLOYED TO PROVIDE CLINICAL SERVICES TO AFFILIATED MEMBER HOSPITALS (THE "AFFILIATED HOSPITALS") OF THE UNIVERSITY OF VERMONT HEALTH NETWORK ("UVM HEALTH NETWORK"). 0 0 352661914 352661914 SEE SCHEDULE O 352661914 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 1 0 0 0 0 0 0 1 1 1 0 0 1 0 0 1139 1 0 0 0 0 0 0 0 0 0 0 0 0 X 14 3 0 0 1 0 1 0 1 1 1 0 0 1 1 1 1 1 1 0 0 0 X JENNIFER GAGNON 8028474742 111 COLCHESTER AVENUE BURLINGTON VT 05401 X DR WAJIH AKSAMAWATI DIT ARJA DIRECTOR 35.00 0.00 X 633170 0 63674 RACHEL LEE CUMMINGS DIRECTOR (TIL 12/2022) 2.00 0.00 X 0 0 0 DR KRISTEN DESTIGTER 1 SECRETARY (TIL 12/2022) 2.00 48.00 X X 601942 0 61893 DR LEWIS R FIRST 1 DIRECTOR 2.00 48.00 X 405660 0 62195 DR MARK FUNG 1 DIRECTOR 35.00 0.00 X 301216 0 31204 DR STUART HOFFMAN SECRETARY (AS OF 12/2022) 45.00 0.00 X X 535264 0 20460 DR GREGORY HOLMES 1 DIRECTOR 2.00 48.00 X 262979 0 27590 HELEN LABUN DIRECTOR (TIL 5/2023) 2.00 0.00 X 0 0 0 AMIT LODHA DIRECTOR 2.00 0.00 X 0 0 0 DR CLAUDE NICHOLS 1 DIRECTOR 45.00 0.00 X 713428 0 42501 DR THOMAS PETERSON 1 CHAIR (TIL 12/2022) 34.00 1.00 X X 358576 0 39666 DR WILLIAM RASZKA JR 1 CHAIR (AS OF 1/2023) 45.00 0.00 X X 69584 0 29703 DR JASON SANDERS PRESIDENT & CEO 42.00 8.00 X X 0 534863 72719 DR NATASHA WITHERS VICE CHAIR (TIL 12/2022) 35.00 0.00 X X 268461 0 61759 MEGAN BUCKLEY DIRECTOR (AS OF 8/2023) 2.00 0.00 X 0 0 0 EDWARD CARROLL DIRECTOR (AS OF 3/2023) 2.00 0.00 X 0 0 0 DR TERESA FAMA VICE CHAIR (AS OF 1/2023) 35.00 0.00 X X 329002 0 33043 DR RAMSEY HERRINGTON 1 DIRECTOR (AS OF 1/2023) 2.00 48.00 X 517061 0 68381 DR DEBRA LEONARD 1 DIRECTOR (AS OF 1/2023) 43.00 2.00 X 440532 0 56863 JENNIFER GAGNON TREASURER 40.00 10.00 X 0 268368 19532 LISA L GOODRICH VP MEDICAL GROUP OPS 40.00 10.00 X 0 419928 69529 DR ERIC GAUTHIER 1 PHYSICIAN CARDIOLOGY 45.00 0.00 X 813237 0 33462 DR TODD WHITMAN RADIOLOGY PHYSICIAN 45.00 0.00 X 829512 0 56377 DR MARISSA MATARRESE ORTHOPEDICS SURGERY 45.00 0.00 X 890230 0 61542 DR CHARLES VOLK PHYSICIAN ORTHOPEDICS 45.00 0.00 X 797847 0 35083 DR BRUCE TRANMER 1 DIVISION CHIEF 45.00 0.00 X 817085 0 40744 DR POLLY PARSONS 1 FMR OFF, PHYSICIAN 45.00 0.00 X 453443 0 39716 DR IRA BERNSTEIN 1 FMR OFF, NETWRK CHAIR 45.00 0.00 X 495798 0 81573 RICHARD VINCENT TREASURER (TIL 04/2021) 2.00 48.00 X 0 812391 60841 DR ROBERT PIERATTINI 1 INTERIM PRES & CEO (TIL 2/2022) 25.00 0.00 X 191682 0 24818 10725709 2035550 1194868 925 1 1 0 0 PHYSICIAN SERVICES 900099 352661914 352661914 352661914 352661914 352661914 0 0 6305084 6305084 1884606 1884606 294960707 294960707 17406202 17406202 18657743 18657743 13447572 13447572 352661914 352661914 0 0 0 0 0 0 X 0 0 0 0 0 0 0 0 0 0 0 0 X X 0 1 X 1 0 X X 7 UNIVERSITY OF VERMONT MEDICAL CENTER INC 030219309 3 1 0 0 CENTRAL VERMONT MEDICAL CENTER INC 222547186 3 1 0 0 CHAMPLAIN VALLEY PHYSICIANS HOSPITAL 141338471 3 1 0 0 ELIZABETHTOWN COMMUNITY HOSPITAL 141364513 3 1 0 0 ALICE HYDE MEDICAL CENTER 150346515 3 1 0 0 PORTER HOSPITAL INC 030181058 3 1 0 0 UVMHN HOME HEALTHCARE & HOSPICE 030179603 3 0 0 0 7 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 PART IV, SECTION A, LINE 1 THE MEDICAL GROUP ARTICLES OF INCORPORATION STATE THAT ITS PUPRPOSE SHALL BE TO OPERATE A PHYSICIAN GROUP PRACTICE IN ORDER TO ADVANCE THE CLINICAL CARE, EDUCATION, AND TRAINING MISSIONS OF THE UVM MEDICAL CENTER (F/K/A FLETCHER ALLEN HEALTH CARE) AND AFFILIATED ORGANIZATIONS. PART IV, SECTION B, LINE 1: THE CONTROLLING SUPPORTED ORGANIZATIONS ARE HOSPITALS DESCRIBED IN SECTION 170(B)(1)(A)(III) OF THE INTERNAL REVENUE CODE AND WHOLLY OWNED SUBSIDIARIES OF A COMMON PARENT, THE UNIVERSITY OF VERMONT HEALTH NETWORK. UNDER THE ORGANIZATION'S BYLAWS, THE SUPPORTED HOSPITALS HAVE A SUBSTANTIAL DEGREE OF DIRECTION OVER THE ORGANIZATION'S POLICIES, PROGRAMS, AND ACTIVITIES IN THE FOLLOWING WAYS: (1) THE MAJORITY OF THE ORGANIZATION'S BOARD OF DIRECTORS IS COMPRISED OF PHYSICIANS WHO PRACTICE AT THE SUPPORTED HOSPITALS; AND (2) THE CHIEF EXECUTIVE OFFICER OF THE UNIVERSITY OF VERMONT HEALTH NETWORK RESERVES THE RIGHT TO APPROVE MATTERS OR ACTIONS BY THE ORGANIZATION'S BOARD INCLUDING BUT NOT LIMITED TO OPERATING AND CAPITAL BUDGETS; HIRING AND EMPLOYMENT OF PHYSICIANS; PHYSICIAN COMPENSATION; SELECTION, APPOINTMENT, AND TERMINATION OF THE ORGANIZATION'S PRESIDENT; PATIENT CARE CONTRACTS; CERTAIN CAPITAL EXPENDITURES; AND THE ELECTION OR APPOINTMENT OF VOTING DIRECTORS. AS THE PRIMARY PROVIDER OF PHYSICIAN SERVICES TO THE SUPPORTED HOSPITALS, THE ORGANIZATION IS RESPONSIVE TO THE NEEDS AND DEMANDS OF THE SUPPORTED HOSPITALS AND CONSTITUTES AN INTEGRAL PART OF THEIR OPERATIONS. THE ORGANIZATION'S BYLAWS PROVIDE THAT THE LONG-TERM MISSION OF THE ORGANIZATION SHALL COMPLEMENT AND BE CONSISTENT WITH THE CHARITABLE PURPOSES OF THE SUPPORTED HOSPITALS, AND THAT THE ORGANIZATION SHALL BE ACCOUNTABLE TO MEET THE PHYSICIAN AND PROFESSIONAL NEEDS OF THE COMMUNITIES SERVED BY THE SUPPORTED HOSPITALS. 0 X PART X, LINE 2: THE UNIVERSITY OF VERMONT HEALTH NETWORK MEDICAL GROUP, INC. IS INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE UNIVERSITY OF VERMONT HEALTH NETWORK. PAGES 17 AND 18 OF THE CONSOLIDATED FINANCIAL STATEMENTS CONTAINS A FOOTNOTE INDICATING THAT NO PROVISION FOR FEDERAL INCOME TAXES HAS BEEN RECORDED. 0 1 0 0 0 0 0 1 1 1 DR MARISSA MATARRESE ORTHOPEDICS SURGERY 878145 0 0 0 12085 0 18300 0 43242 0 951772 0 0 0 DR TODD WHITMAN RADIOLOGY PHYSICIAN 710995 0 0 0 118517 0 18300 0 38077 0 885889 0 0 0 RICHARD VINCENT TREASURER (TIL 04/2021) 0 562782 0 141450 0 108159 0 27450 0 33391 0 873232 0 0 DR BRUCE TRANMER 1 DIVISION CHIEF 761538 0 0 0 55547 0 36600 0 4144 0 857829 0 0 0 DR ERIC GAUTHIER 1 PHYSICIAN CARDIOLOGY 753983 0 0 0 59254 0 26833 0 6629 0 846699 0 0 0 DR CHARLES VOLK PHYSICIAN ORTHOPEDICS 774885 0 0 0 22962 0 18300 0 16783 0 832930 0 0 0 DR CLAUDE NICHOLS 1 DIRECTOR 547801 0 83482 0 82145 0 36600 0 5901 0 755929 0 0 0 DR WAJIH AKSAMAWATI DIT ARJA DIRECTOR 611369 0 0 0 21801 0 18300 0 45374 0 696844 0 0 0 DR KRISTEN DESTIGTER 1 SECRETARY (TIL 12/2022) 496471 0 75922 0 29549 0 27450 0 34443 0 663835 0 0 0 DR JASON SANDERS PRESIDENT & CEO 0 355705 0 141874 0 37284 0 39869 0 32850 0 607582 0 0 DR RAMSEY HERRINGTON 1 DIRECTOR (AS OF 1/2023) 437293 0 63366 0 16402 0 27096 0 41285 0 585442 0 0 0 DR IRA BERNSTEIN 1 FMR OFF, NETWRK CHAIR 400359 0 61691 0 33748 0 54900 0 26673 0 577371 0 0 0 DR STUART HOFFMAN SECRETARY (AS OF 12/2022) 409085 0 0 0 126179 0 11105 0 9355 0 555724 0 0 0 DR DEBRA LEONARD 1 DIRECTOR (AS OF 1/2023) 365041 0 54620 0 20871 0 27450 0 29413 0 497395 0 0 0 DR POLLY PARSONS 1 FMR OFF, PHYSICIAN 386645 0 61844 0 4954 0 36600 0 3116 0 493159 0 0 0 LISA L GOODRICH VP MEDICAL GROUP OPS 0 371533 0 40053 0 8342 0 36600 0 32929 0 489457 0 0 DR LEWIS R FIRST 1 DIRECTOR 334942 0 53045 0 17673 0 36000 0 26195 0 467855 0 0 0 DR THOMAS PETERSON 1 CHAIR (TIL 12/2022) 292270 0 42532 0 23774 0 35380 0 4286 0 398242 0 0 0 DR TERESA FAMA VICE CHAIR (AS OF 1/2023) 303762 0 22337 0 2903 0 18300 0 14743 0 362045 0 0 0 DR MARK FUNG 1 DIRECTOR 298391 0 0 0 2825 0 26855 0 4349 0 332420 0 0 0 DR NATASHA WITHERS VICE CHAIR (TIL 12/2022) 253020 0 7370 0 8071 0 16169 0 45590 0 330220 0 0 0 DR GREGORY HOLMES 1 DIRECTOR 206059 0 48839 0 8081 0 24750 0 2840 0 290569 0 0 0 JENNIFER GAGNON TREASURER 0 238224 0 25176 0 4968 0 16676 0 2856 0 287900 0 0 DR ROBERT PIERATTINI 1 INTERIM PRES & CEO (TIL 2/2022) 170612 0 0 0 21070 0 22244 0 2574 0 216500 0 0 0 PART I, LINE 4B THE UNIVERSITY OF VERMONT HEALTH NETWORK, BY AND THROUGH ITS AFFILIATED SUBSIDIARIES, MAINTAINS A SUPPLEMENTAL RETIREMENT BENEFIT PLAN (SRP) UNDER CONTRACTUAL ARRANGEMENTS WITH SEVERAL EXECUTIVE LEVEL EMPLOYEES ACROSS THE NETWORK. PURSUANT TO THE TERMS OF THE SRP, ANNUAL CREDITS WERE MADE EQUAL TO A FIXED PERCENTAGE OF BASE SALARY. JASON SANDERS PARTICIPATED IN THE SRP IN CALENDAR YEAR 2022, AND HIS RESPECTIVE FIXED PERCENTAGE WAS 8.68%. DEFERRED AMOUNTS VEST ON THE EARLIER OF: (I) JANUARY 1 OF THE THIRD PLAN YEAR AFTER THE PLAN YEAR FOR WHICH THE ACCOUNT WAS CREATED; OR (II) THE PARTICIPANT'S 65TH BIRTHDAY. AMOUNTS DEFERRED REMAIN SUBJECT TO FORFEITURE IF CERTAIN CONDITIONS ARE NOT MET. AMOUNTS DEFERRED DURING CALENDAR YEAR 2022 ARE INCLUDED ON SCHEDULE J, PART II, COLUMN C. PART I, LINE 7 THE ORGANIZATION PAID AWARDS TO CERTAIN MEMBERS OF UPPER MANAGEMENT (DIRECTORS, VICE PRESIDENTS, PHYSICIAN CHAIRS AND SENIOR EXECUTIVES) THROUGH ITS ANNUAL VARIABLE PAY PLAN AS THE PLAN'S PERFORMANCE MEASURES WERE MET. THE MEASURES WERE REVIEWED AND APPROVED BY THE COMPENSATION COMMITTEE OF THE BOARD OF TRUSTEES. THESE MEASURES INCLUDED FINANCIAL, POPULATION HEALTH & QUALITY, AND OPERATIONAL RELATED METRICS. PART I, LINE 8 SALARIES AND OTHER FIXED AMOUNTS PAYABLE TO EXECUTIVES SUCH AS OFFICERS AND CERTAIN KEY EMPLOYEES ARE SET BY CONTRACTS THAT ARE NEGOTIATED AND ENTERED INTO PRIOR TO THE COMMENCEMENT OF EACH EXECUTIVES' EMPLOYMENT. THE TERMS OF SUCH CONTRACTS ARE APPROVED IN ADVANCE BY THE APPROPRIATE COMPENSATION COMMITTEE OR OTHER BOARD-AUTHORIZED BODY, WHICH OBTAINS AND RELIES ON APPROPRIATE DATA AS TO COMPARABILITY PRIOR TO MAKING SUCH OFFER, AND CONCURRENTLY DOCUMENTS ITS BASIS FOR DETERMINATION. COMPENSATION DETERMINATION SCHEDULE J, PART I, QUESTION 3 UNIVERSITY OF VERMONT HEALTH NETWORK MEDICAL GROUP, INC. ("UVMHN MEDICAL GROUP") RELIED ON UNIVERSITY OF VERMONT HEALTH NETWORK ("UVM HEALTH NETWORK"), THE PARENT ORGANIZATION OF UVM MEDICAL GROUP, TO ESTABLISH ITS PRESIDENT/CEO'S COMPENSATION. UVM HEALTH NETWORK UTILIZED THE FOLLOWING METHODS TO ESTABLISH COMPENSATION: - COMPENSATION COMMITTEE - INDEPENDENT COMPENSATION CONSULTANT - COMPENSATION SURVEY OR STUDY - APPROVAL BY THE BOARD OF COMPENSATION COMMITTEE DR SEEMA LODHA FAMILY MEMBER OF DIRECTOR 655517 COMPENSATION FOR EMPLOYMENT 0 DR JAMES JACOBSON FAMILY MEMBER OF FORMER DIRECTOR & OFFICER 144919 COMPENSATION FOR EMPLOYMENT 0 DR MANAL EL-DAUOK FAMILY MEMBER OF DIRECTOR 259298 COMPENSATION FOR EMPLOYMENT 0 FORM 990, PART III, LINE 4A STATEMENT OF PROGRAM SERVICE ACCOMPLISHMENTS UNIVERSITY OF VERMONT HEALTH NETWORK MEDICAL GROUP, INC. ("UVMHN MEDICAL GROUP") IS A VERMONT NON-PROFIT CORPORATION THAT FUNCTIONS TO SERVE AS THE GOVERNING ORGANIZATION FOR PHYSICIANS EMPLOYED TO PROVIDE CLINICAL SERVICES TO AFFILIATED MEMBER HOSPITALS OF THE UNIVERSITY OF VERMONT HEALTH NETWORK. IN ADDITION, CERTAIN PHYSICIANS EMPLOYED BY UVMHN MEDICAL GROUP HAVE FULL-TIME FACULTY APPOINTMENTS TO THE UNIVERSITY OF VERMONT COLLEGE OF MEDICINE. BY WRITTEN CONTRACT, UVMHN MEDICAL GROUP FURNISHES THESE PHYSICIANS EXCLUSIVELY TO THE UNIVERSITY OF VERMONT MEDICAL CENTER, INC. ("UVM MEDICAL CENTER"), A TEACHING HOSPITAL AFFILIATED WITH UVM, TO PROVIDE PROFESSIONAL SERVICES TO HOSPITAL PATIENTS. UNDER THE CONTRACT, UVM MEDICAL CENTER AGREES TO REIMBURSE UVMHN MEDICAL GROUP FOR THE ASSOCIATED SALARY AND BENEFIT COSTS OF THESE PHYSICIANS AND TO PROVIDE CERTAIN ADMINISTRATIVE SERVICES, INCLUDING BILLING AND PAYROLL SUPPORT SERVICES. FORM 990, PART VI, SECTION A, LINE 4 THE ORGANIZATION FILED ARTICLES OF AMENDMENT DATED AUGUST 8, 2023 TO REFLECT AN AMENDMENT THAT WAS DULY APPROVED IN 2016, SUBSTITUTING THE UNIVERSITY OF VERMONT HEALTH NETWORK, INC. AS SOLE MEMBER OF THE ORGANIZATION IN PLACE OF THE UNIVERSITY OF VERMONT MEDICAL CENTER, INC. THE DELAY IN FILING WAS A RESULT OF ADMINISTRATIVE OVERSIGHT, AS THE ORGANIZATION HAS BEEN OPERATING SINCE 2016 IN ALL MANNERS AS THOUGH THE UNIVERSITY OF VERMONT HEALTH NETWORK, INC. WAS THE SOLE MEMBER. FORM 990, PART VI, SECTION A, LINE 6 THE UVM HEALTH NETWORK IS THE SOLE MEMBER OF THE ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 7B THE UVM HEALTH NETWORK, SOLE MEMBER OF THE ORGANIZATION HAS THE POWER TO APPROVE AMENDMENTS TO ORGANIZATIONAL DOCUMENTS AND TO APPROVE MERGERS, CONSOLIDATIONS, OR SALES OF THE ORGANIZATION. FORM 990, PART VI, SECTION B, LINE 11B UVMHN MEDICAL GROUP'S FORM 990 IS PREPARED BY STAFF FROM UVM MEDICAL CENTER (AN AFFILIATED ORGANIZATION) AND REVIEWED BY PWC US TAX LLP. FOLLOWING PWC'S REVIEW, THE RETURN IS REVIEWED BY UVMHN MEDICAL GROUP SENIOR LEADERSHIP. FINALLY, UVM MEDICAL CENTER'S MANAGEMENT PRESENTS THE FORM 990 TO THE AUDIT COMMITTEE FOR REVIEW AND COMMENT. THE COMPLETED FORM 990 IS PROVIDED TO ALL MEMBERS OF UVMHN MEDICAL GROUP'S BOARD OF TRUSTEES PRIOR TO THE FORM BEING FILED WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C UVMHN MEDICAL GROUP'S BOARD HAS ADOPTED THE CONFLICT OF INTEREST POLICY AND REQUIREMENTS OF UVM HEALTH NETWORK, ITS PARENT ORGANIZATION. UVM HEALTH NETWORK REGULARLY MONITORS AND ENFORCES COMPLIANCE WITH ITS CONFLICT OF INTEREST POLICY. IN ACCORDANCE WITH THE POLICY, TRUSTEES, OFFICERS, KEY EMPLOYEES, AND PHYSICIANS ARE REQUIRED TO COMPLETE A CONFLICT OF INTEREST DISCLOSURE AND CERTIFICATION UPON HIRING, AT LEAST ANNUALLY (EXCEPT PHYSICIANS WHO ARE REQUIRED EVERY OTHER YEAR), PRIOR TO PARTICIPATING IN ANY DECISION THAT MAY BE AFFECTED BY A PERSONAL INTEREST, AND WHENEVER A POTENTIALLY CONFLICTING INTEREST FIRST ARISES. CONFLICT OF INTEREST DISCLOSURES AND CERTIFICATION MAY BE MADE ONLINE OR IN WRITING AND ARE REGULARLY REVIEWED BY THE GENERAL COUNSEL OF UVM HEALTH NETWORK. THE CONFLICT OF INTEREST POLICY IS ENFORCED BY THE OFFICE OF GENERAL COUNSEL OF UVM HEALTH NETWORK AND OVERSEEN BY A FIVE-PERSON CONFLICT OF INTEREST COMMITTEE. THE GENERAL COUNSEL REPORTS AT LEAST QUARTERLY ON CONFLICT OF INTEREST ISSUES TO THE UVM HEALTH NETWORK AUDIT COMMITTEE OF THE BOARD OF TRUSTEES. CONFLICTS OF INTEREST ARE MANAGED IN ACCORDANCE WITH THE POLICY, WHICH PROVIDES FOR A VARIETY OF REMEDIES TO ADDRESS CONFLICTS OF INTEREST. IN ADDITION, "DISQUALIFIED PERSONS", CONSISTING OF TRUSTEES, OFFICERS, AND KEY EMPLOYEES ARE SUBJECT TO SPECIAL PROCEDURES TO COMPLY WITH THE INTERMEDIATE SANCTION RULES, AS OUTLINED IN THE CONFLICT OF INTEREST POLICY. REMEDIES TO ADDRESS CONFLICTS OF INTEREST MAY INCLUDE THE FOLLOWING: RECUSAL FROM DECISION MAKING, DISCLOSURE TO APPROPRIATE PARTIES, COMMITTEE PARTICIPATION LIMITS AND REQUESTED DIVESTITURE. AN APPEALS PROCESS EXISTS SHOULD THE INDIVIDUAL REQUEST A SECONDARY REVIEW BE PERFORMED. FORM 990, PART VI, SECTION C, LINE 19 GOVERNANCE DOCUMENTS CONSIST OF THE ARTICLES OF INCORPORATION AND BYLAWS. THE ARTICLES OF INCORPORATION ARE FILED WITH THE VERMONT SECRETARY OF STATE AND ARE PUBLICLY AVAILABLE THROUGH THAT OFFICE. THE ORGANIZATION'S BYLAWS ARE NOT PUBLICLY POSTED, BUT THE ORGANIZATION WILL FURNISH A COPY TO ANY MEMBER OF THE PUBLIC WHO REQUESTS ONE. THE ORGANIZATION'S CONFLICT OF INTEREST POLICY IS NOT PUBLICLY POSTED, BUT THE ORGANIZATION WILL FURNISH A COPY TO ANY MEMBER OF THE PUBLIC WHO REQUESTS ONE. UVMHN MEDICAL GROUP'S FINANCIAL INFORMATION IS REFLECTED AND INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS OF THE UVM HEALTH NETWORK, WHICH ARE AVAILABLE ON THE WEB AT WWW.UVMHEALTH.ORG/MEDCENTER/ABOUT-UVM-MEDICAL-CENTER/OVERVIEW/FINANCIALS. WITH THE ENACTMENT OF VERMONT'S ACT 48 IN MAY 2011 THE GREEN MOUNTAIN CARE BOARD (GMCB) BECAME THE REGULATORY BODY OVERSEEING HOSPITALS IN THE STATE OF VERMONT. AS A RESULT, THE BUDGET FOR THE UVM MEDICAL CENTER (AN ORGANIZATION RELATED TO UVMHN MEDICAL GROUP) IS SUBJECT TO REVIEW BY THE GMCB ON AN ANNUAL BASIS. ONGOING DISCLOSURE OF OPERATING RESULTS IS ALSO REQUIRED, AND THE UVM MEDICAL CENTER SUBMITS ITS FINANCIAL STATEMENTS REGULARLY THROUGHOUT THE YEAR. THE UVM MEDICAL CENTER ALSO REGULARLY DISCLOSES ITS FINANCIAL RESULTS ON ITS WEBSITE AND SUBMITS PRESS RELEASES RELATING TO PERFORMANCE ON A REGULAR BASIS TO LOCAL NEWS ORGANIZATIONS. COMPENSATION DETERMINATION FORM 990, PART VI, QUESTION 15 UVMHN MEDICAL GROUP DELEGATES THE SETTING OF EXECUTIVE COMPENSATION TO THE UVM HEALTH NETWORK COMPENSATION COMMITTEE, AN INDEPENDENT COMMITTEE, UNDER PRINCIPLES DESCRIBED IN ITS CHARTER. THE HEALTH NETWORK HAS ADOPTED A COMPENSATION PHILOSOPHY WHICH PROVIDES FRAMEWORK FOR SETTING COMPENSATION FOR THE EXECUTIVES OF UVM HEALTH NETWORK, ITS AFFILIATED HOSPITALS, AND ITS MEDICAL GROUP. THE PARAMETERS OF THIS PHILOSOPHY INCLUDES UTILIZING APPROPRIATE NATIONAL AND REGIONAL PEER GROUPS. SALARIES ARE TARGETED AT THE 50TH PERCENTILE OF THE NATIONAL PEER GROUP, WITH PERFORMANCE BASED VARIABLE PAY OPPORTUNITIES TO ACHIEVE UP TO THE 65TH PERCENTILE, DEPENDING ON ORGANIZATION AND INDIVIDUAL RESULTS. COMPENSATION LEVELS ARE APPROVED BY THE NETWORK COMPENSATION COMMITTEE FOR THE UVM HEALTH NETWORK CEO/DIRECT REPORTS AND THE AFFILIATE HOSPITAL CEOS. CALCULATIONS ARE PERFORMED USING THE SAME PHILOSOPHY FOR THE THIRD TIER OF LEADERSHIP, WITH THE EXCEPTION THAT THE LOCAL BOARDS APPROVE COMPENSATION FOR ALL NON-CEO POSITIONS. ALL ACTIONS TAKEN REGARDING EXECUTIVE COMPENSATION ARE CONTEMPORANEOUSLY DOCUMENTED BY THE APPROPRIATE ORGANIZATION. THIS REVIEW IS PERFORMED ANNUALLY. FORM 990, PART VII DIRECTORS OF UVMHN MEDICAL GROUP WERE COMPENSATED FOR THEIR ROLES AS PHYSICIANS, NOT FOR THEIR ROLES AS MEMBERS OF THE BOARD. IN ADDITION TO COMPENSATION PAID BY UVMHN MEDICAL GROUP AND REFLECTED ON ITS FORM 990, THE INDIVIDUALS REFERENCED WITH (1) RECEIVED ADDITIONAL COMPENSATION FROM UNIVERSITY OF VERMONT (UVM), AN UNRELATED ENTITY. A PORTION OF SUCH COMPENSATION FROM UVM MAY BE REIMBURSED BY THE UVM MEDICAL CENTER TO UVM AS ACADEMIC SUPPORT PURSUANT TO THE AFFILIATION AGREEMENT BETWEEN UVM AND UVM MEDICAL CENTER. AUDIT COMMITTEE FORM 990, PART XII, QUESTION 2C UVM HEALTH NETWORK'S AUDIT COMMITTEE ASSUMES RESPONSIBILITY FOR THE OVERSIGHT OF THE CONSOLIDATED AUDIT, AS WELL AS THE CHOICE OF AN INDEPENDENT ACCOUNTANT. THE UNIVERSITY OF VERMONT MEDICAL CENTER 111 COLCHESTER AVE BURLINGTON VT 05401 030219309 HOSPITAL VT 501(C)(3) 3 UVMHN 1 THE UNIVERSITY OF VERMONT MED CTR FDN INC 111 COLCHESTER AVE BURLINGTON VT 05401 263159849 FUNDRAISING VT 501(C)(3) 12A-I UVMMC 1 UNIVERSITY OF VERMONT HEALTH NETWORK INC 111 COLCHESTER AVE BURLINGTON VT 05401 452880726 HOLDING COMPANY VT 501(C)(3) 12A-I N/A 0 CENTRAL VERMONT MEDICAL CENTER 130 FISHCHER ROAD BERLIN VT 05602 222547186 HOSPITAL VT 501(C)(3) 3 UVMHN 1 UNIVERSITY HEALTH CENTER 111 COLCHESTER AVE BURLINGTON VT 05401 030229931 HOSPITAL VT 501(C)(3) 12C-III-FI UVMHNMG 1 COMMUNITY PROVIDERS INC 75 BEEKMAN STREET PLATTSBURGH NY 01290 222544844 HEALTH SVC COOR NY 501(C)(3) 12A-I UVMHN 1 CHAMPLAIN VALLEY PHYSICIANS HOSPITAL 75 BEEKMAN STREET PLATTSBURGH NY 12901 141338471 HOSPITAL NY 501(C)(3) 3 UVMHN 1 ELIZABETHTOWN COMMUNITY HOSPITAL 75 PARK STREET ELIZABETHTOWN NY 12932 141364513 HOSPITAL NY 501(C)(3) 3 UVMHN 1 EMERGENCY MEDICAL TRANSPORT OF CVPH INC 75 BEEKMAN STREET PLATTSBURGH NY 12901 061718419 AMBULANCE SVC NY 501(C)(3) 12B-II CPI 1 CVPH MEDICAL CENTER FOUNDATION 75 BEEKMAN STREET PLATTSBURGH NY 12901 141727048 HEALTH SVC SUPPORT NY 501(C)(3) 12B-II CVPH 1 UNIVERSITY MEDICAL EDUCATION ASSOCIATES 89 BEAUMONT AVENUE BURLINGTON VT 05405 237107832 EDUCATIONAL VT 501(C)(3) 10 UVMHNMG 1 ALICE HYDE MEDICAL CENTER 133 PARK STREET MALONE NY 12953 150346515 HOSPITAL NY 501(C)(3) 3 UVMHN 1 PORTER MEDICAL CENTER INC 115 PORTER DRIVE MIDDLEBURY VT 05753 030310862 SUPPORTING ORG VT 501(C)(3) 12B-II UVMHN 1 HELEN PORTER NURSING HOME 37 PORTER DRIVE MIDDLEBURY VT 05753 030306549 NURSING HOME VT 501(C)(3) 3 PMC 1 AUXILIARY OF PORTER MEDICAL CENTER 37 PORTER DRIVE MIDDLEBURY VT 05753 237363227 SUPPORTING ORG VT 501(C)(3) 12B-II PMC 1 PORTER HOSPITAL INC 37 PORTER DRIVE MIDDLEBURY VT 05753 030181058 HOSPITAL VT 501(C)(3) 3 PMC 1 LAKE CHAMPLAIN PHYSICIAN SERVICES PC 75 BEEKMAN STREET PLATTSBURGH NY 12901 273785445 PHYSICIAN SVC NY 501(C)(3) 12A-I CVPH 1 VMC INDEMNITY COMPANY INC 95 ST PAUL ST BURLINGTON VT 05401 831102018 INSURANCE VT 501(C)(3) 12A-I UVMHN 1 UVMHN HOME HEALTHCARE & HOSPICE 1110 PRIM ROAD COLCHESTER VT 05446 030179603 HOME HEALTHCARE VT 501(C)(3) 10 UVMHN 1 UVMHN VENTURES INC 111 COLCHESTER AVENUE BURLINGTON VT 05401 043380045 HOLDING COMPANY VT N/A C 1 UVMHN CREDENTIALING & ENROLLMENT 111 COLCHESTER AVENUE BURLINGTON VT 05401 030333056 ADMIN SVC VT N/A C 1 CHARITABLE REMAINDER TRUSTS (6) SUPPORT VT N/A T 1 PERPETUAL TRUSTS (10) SUPPORT VT N/A T 1 CHARITABLE IRREVOCABLE TRUSTS (8) SUPPORT VT N/A T 1 CHAMPLAIN VALLEY HEALTH NETWORK 75 BEEKMAN STREET PLATTSBURGH NY 12901 161586102 ADMIN SVC NY N/A C 1 MEDIQUEST INC PO BOX 1656 PLATTSBURGH NY 12901 141663061 MED OFFICE LEASE NY N/A C 1 YANKEE MEDICAL INC 276 NORTH AVENUE BURLINGTON VT 05401 030225363 HOME MEDICAL EQUIPMENT VT N/A C 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 UNIVERSITY OF VERMONT MEDICAL CENTER INC Q 352661914 FMV