2024-11-06T17:57:16+00:00 2023-12-31 350921680 CROWE LLP 575 Market Street Suite 3300 San Francisco CA 941055829 990 2023-01-01 942958258 Banner -University Medical Group BANN 6027474000 2901 N Central Ave Suite 160 Phoenix AZ 85012 Venkata Evani CO-CHAIRMAN / CEO 2024-11-07 true Diane Kirmaci P01578407 4155761100 2024-11-07 2023 2024-10-15 13:58:12Z Venkata Evani MD 2901 N Central Ave Suite 160 Phoenix AZ 85012 538849638 false X www.bannerhealth.com X 1983 AZ ASSIST BANNER HEALTH (BH) COMPLETE ITS MISSION TO MAKE HEALTH CARE EASIER SO LIFE CAN BE BETTER BY PROVIDING INTEGRATED & COORDINATED CARE & POPULATION HEALTH MANAGEMENT. 7 3 3450 244 0 0 876272 1094453 486960736 537755185 42 0 0 487837050 538849638 1400684 1550863 0 518204570 573970853 0 0 116406620 130421053 636011874 705942769 -148174824 -167093131 98779478 90744185 77071307 71348002 21708171 19396183 ASSIST Banner Health COMPLETE ITS MISSION TO MAKE HEALTH CARE EASIER SO LIFE CAN BE BETTER BY PROVIDING INTEGRATED & COORDINATED CARE & POPULATION HEALTH MANAGEMENT. false false 634339041 1550863 537755185 BANNER-UNIVERSITY MEDICAL GROUP (BUMG) IS COMPRISED OF APPROXIMATELY 1,000 PHYSICIANS. THE PHYSICIANS PRACTICE AT Banner Health's HOSPITALS AND AT NUMEROUS HOSPITALS AND CLINICS ACROSS TUCSON, SOUTHERN ARIZONA, AND NEVADA. WITH THE CONNECTIONS TO THE UNIVERSITY OF ARIZONA COLLEGE OF MEDICINE, BUMG PHYSICIANS EDUCATE MORE THAN 500 MEDICAL STUDENTS AND TRAIN NEARLY AS MANY POSTGRADUATE MEDICAL RESIDENTS ANNUALLY. THEY ALSO CONDUCT RESEARCH AT THE UNIVERSITY OF ARIZONA'S CANCER CENTER, STEELE CHILDREN'S RESEARCH CENTER, ARIZONA ARTHRITIS CENTER, SARVER HEART CENTER, AND MANY OTHER FACILITIES AND PROGRAMS. 634339041 true true false false false false false false false true false false true true true false true false false false false false false false false false true false true false false false false false false false false false false false false true true true false false false true 109 0 true 3450 true false false false false false false false false false false true false X 7 3 false false false false true true true true true false false false true true true true true false false false X Paul Nolde-Morrissey 6027474000 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 DENNIS LARAWAY Director/Treasurer (UNTIL 3/3/23) / CFO - Banner Health 2.0 40.0 X X 0 1944940 11219 MICHAEL DAKE Co-Chairman 4.0 0 X X 0 0 0 MICHAEL KUPFERMAN MD DIRECTOR/SENIOR VP, PHYSICIAN ENTERPRISE 40.0 2.0 X X 0 805342 250933 STACI DICKERSON TREASURER 2.0 40.0 X X 0 1012763 468800 VENKATA EVANI MD Co-Chairman / CEO 40.0 0 X X 737362 0 156772 FREDRIC WONDISFORD MD DIRECTOR 4.0 0 X 0 0 0 GUY REED Director (until 10/13/23) 4.0 0 X 0 0 0 MARJORIE BESSEL MD Director / CCO - Banner Health 2.0 42.0 X 0 2010592 812343 MICHAEL ABECASSIS Director 4.0 0 X 0 0 0 LISA RULNEY Secretary 4.0 0 X 0 0 0 EVAN LEDERMAN MD SUPERVISOR, FACULTY PHYSICIAN PROGRAM DIRECTOR - SPORTS MEDICINE 40.0 0 X 1307116 0 13541 FRANCISCO ARABIA MD PHYSICIAN EXECUTIVE ADVANCE HEART FAILURE 40.0 0 X 1699063 0 27129 RISHI GOSALIA MD Physician 40.0 0 X 1485772 0 44258 TAMIM SULTANI MD Physician 40.0 0 X 1662668 0 19310 TOSHINOBU KAZUI MD PHYSICIAN 40.0 0 X 1357888 0 36564 CAROL KARP Former Director 0.0 40.0 X 0 501602 38565 DONALD NORDLUND Director / Chief Strategy/Growth Officer - Banner Health 8.0 40.0 X 0 1817866 873358 GEORGE DAMRON Former VP Financial Operations & Division CFO 2.0 0.0 X 0 409200 0 SCOTT HOFFERBER Former Officer 0.0 40.0 X 0 205325 22960 8249869 8707630 2775752 1142 true true false SOUND PHYSICIANS OF WYOMING LLC PO Box 742936 Los Angeles CA 900742936 Medical Services 9367495 Healthcare Workforce Logistics Holdings LLC TFM ESCROW LOCKBOX PO Box 860573 Minneapolis MN 554860573 Medical Staffing 7357650 STAT RADIOLOGY MEDICAL CORPORATION 13280 EVENING CREEK DR SOUTH STE 110 San Diego CA 92128 Medical Services 1286137 Arizona Urology Specialists PLLC Bruce A Kletscher 1313 E Osborn Rd STE B150 Phoenix AZ 85014 Medical Services 1237862 Arizona Center for Chest Disease 5090 N 40th St Phoenix AZ 85018 Medical Services 1116000 34 847717 116772 129964 1094453 Healthcare Services 621111 537755185 537755185 0 0 0 0 537755185 0 0 0 0 0 0 0 0 0 538849638 537755185 0 0 1550863 1550863 894134 894134 509764380 498164858 11599522 10128956 9881143 247813 29140838 28427885 712953 24042545 23454326 588219 221835 221835 49320862 46361610 2959252 0 13620 13620 757253 711818 45435 443288 416691 26597 4878773 4586047 292726 793815 746186 47629 26448 24861 1587 160274 160274 2520412 2369187 151225 13559784 12746197 813587 Billing and Coding 29823083 29823083 Corporate Allocations 13724231 13724231 Other 9129790 9129790 Medical Supplies 2543990 2543990 2503595 2353379 150216 0 705942769 634339041 71603728 0 1570 4063 70469298 54759782 0 0 0 0 3594186 630908 38687498 21388163 11373797 17299335 30406 34708 0 39832 39832 13270389 17975557 98779478 90744185 56542155 49665054 3267755 0 0 0 17261397 21682948 77071307 71348002 X 21677765 19361475 30406 34708 21708171 19396183 98779478 90744185 X -167093131 164781143 X false true X true false X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1020000 1020000 970983 602176 368807 6931977 4316337 2615640 28540597 16469650 12070947 1223941 0 1223941 17299335 Right of Use Asset 17975557 17975557 Miscellaneous Liabilities 2915887 Finance Lease Obligataons 18767061 21682948 X Schedule D, Part X, Line 2 FIN 48 (ASC 740) footnote BUMG HAS NOT RECORDED ANY EXPENSE OR ACCRUED FOR ANY RELATED EXPENSE FOR ANY UNCERTAIN TAX POSITIONS. BUMG'S 2020 THROUGH 2023 TAX YEARS REMAIN SUBJECT TO EXAMINATION FOR FEDERAL INCOME TAX PURPOSES, WHEREAS THE 2019 THROUGH 2023 TAX YEARS REMAIN SUBJECT TO EXAMINATION FOR STATE TAXING JURISDICTIONS IN WHICH BANNER OPERATES. true University of Arizona 888 N Euclid Tucson AZ 85721 742652689 501(c)(3) 1550863 Medical Education and Research 1 0 Schedule I, Part I, Line 2 Procedures for monitoring use of grant funds. BUMG's GUIDELINES REGARDING CHARITABLE CONTRIBUTIONS TO OUTSIDE ORGANIZATIONS DIRECT US TO MAKE CONTRIBUTIONS TO OTHER ORGANIZATIONS WHOSE CHARITABLE MISSIONS ALIGN WITH BUMG'S MISSION "TO ASSIST BANNER HEALTH IN COMPLETING ITS MISSION 'TO MAKE HEALTH CARE EASIER, SO LIFE CAN BE BETTER' BY PROVIDING INTEGRATED & COORDINATED CARE & POPULATION HEALTH MANAGEMENT." IN SELECTED CIRCUMSTANCES WHEN A CONTRIBUTION IS NOT DIRECTLY LINKED TO PATIENT CARE, IT SERVES TO BETTER SUPPORT OUR COMMUNITY'S NEEDS. true true false false false false false true false GEORGE DAMRON Former VP Financial Operations & Division CFO 0 0 0 114388 0 294812 0 0 0 0 0 409200 0 0 VENKATA EVANI MD Co-Chairman / CEO 524500 0 162509 0 50353 0 138817 0 17955 0 894134 0 24075 0 DENNIS LARAWAY Director/Treasurer (UNTIL 3/3/23) / CFO - Banner Health 0 189883 0 1599645 0 155412 0 7641 0 3578 0 1956159 0 1098890 STACI DICKERSON TREASURER 0 397191 0 300000 0 315572 0 460194 0 8606 0 1481563 0 0 MICHAEL KUPFERMAN MD DIRECTOR/SENIOR VP, PHYSICIAN ENTERPRISE 0 639046 0 142140 0 24156 0 221108 0 29825 0 1056275 0 0 DONALD NORDLUND Director / Chief Strategy/Growth Officer - Banner Health 0 701412 0 1005991 0 110463 0 854057 0 19301 0 2691224 0 667766 MARJORIE BESSEL MD Director / CCO - Banner Health 0 663447 0 1221628 0 125517 0 794685 0 17658 0 2822935 0 719359 SCOTT HOFFERBER Former Officer 0 92164 0 81025 0 32136 0 3299 0 19661 0 228285 0 35116 CAROL KARP Former Director 0 344762 0 122430 0 34410 0 15770 0 22795 0 540167 0 9503 RISHI GOSALIA MD Physician 492815 0 972237 0 20720 0 13200 0 31058 0 1530030 0 0 0 EVAN LEDERMAN MD SUPERVISOR, FACULTY PHYSICIAN PROGRAM DIRECTOR - SPORTS MEDICINE 1077092 0 200000 0 30024 0 10269 0 3272 0 1320657 0 0 0 TAMIM SULTANI MD Physician 545143 0 1116385 0 1140 0 9207 0 10103 0 1681978 0 0 0 FRANCISCO ARABIA MD PHYSICIAN EXECUTIVE ADVANCE HEART FAILURE 1088707 0 487324 0 123032 0 9058 0 18071 0 1726192 0 82945 0 TOSHINOBU KAZUI MD PHYSICIAN 747565 0 599346 0 10977 0 13200 0 23364 0 1394452 0 0 0 Schedule J, Part I, Line 3 Arrangement used to establish the top management official's compensation THE COMPENSATION OF THE ORGANIZATION'S CEO IS DETERMINED BY A RELATED TAX-EXEMPT ORGANIZATION. SEE SCHEDULE O FOR FORM 990, PART VI, LINES 15A AND 15B FOR THE PROCESS USED BY THE RELATED ORGANIZATION TO DETERMINE COMPENSATION. Schedule J, Part I, Line 4a Severance or change-of-control payment The following individual received severance pay in 2023 (included in Schedule J, Part II, Column (B)(iii): George Damron - $294,812 Schedule J, Part I, Line 4b Supplemental nonqualified retirement plan EXEC 457(F) - COVERED APPROXIMATELY 100 FORMER AND CURRENT EXECUTIVES. THIS NONQUALIFIED PLAN IS HELD AT FIDELITY INVESTMENTS. VESTING OCCURS UPON MEETING VESTING REQUIREMENTS (SUBJECT TO A SUBSTANTIAL RISK OF FORFEITURE). Awards are subject to a rolling three-year vesting schedule - or a team member reaches the age of 65, 3 years from date of deposit. TAXATION OCCURS UPON DISTRIBUTION (IF VESTED). THE ONLY CONTRIBUTIONS ALLOWED ARE EMPLOYER CONTRIBUTIONS. PAYOUT AMOUNTS ARE TAXABLE AND INCLUDED IN SCHEDULE J, PART II, COLUMN (B)(III). DEPOSIT AMOUNTS ARE INCLUDED IN SCHEDULE J, PART II, COLUMN (C). 457(F) DISTRIBUTION: FRANCISCO ARABIA $91,388 MAJORIE BESSEL $98,111 VENKATA EVANI $24,075 DENNIS LARAWAY $154,262 CAROL KARP $9,503 DONALD NORDLUND $84,569 SCOTT HOFFERBER $14,549 EMPLOYER 457(F) CONTRIBUTIONS: MAJORIE BESSEL $74,950 VENKATA EVANI $23,035 MICHAEL KUPFEREMAN $2,168 CAROL KARP $7,108 DONALD NORDLUND $68,127 Schedule J, Part I, Line 7 Non-fixed payments 1. The INDIVIDUALS identified below PARTICIPATE IN A LONG-TERM INCENTIVE PLAN (LTIP) COVERING THREE-YEAR CYCLES FROM 2020-2022, 2021-2023, 2022-2024 and 2023-2025. THE LTIP WAS DESIGNED AT THE INITIATIVE OF THE BANNER Health BOARD OF DIRECTORS WITH THE ASSISTANCE OF WILLIS TOWERS WATSON, AND ALL COMPONENTS WERE APPROVED BY THE BOARD. THE PLANS' AREAS OF PERFORMANCE TARGETS INCLUDE: Starts Rating improvement, Transform Revenue Cycle ($ improvement), and Build Our Bench to Reflect Communities (VOICE, Minority %, Succession and other key long-term initiatives. AWARDS ARE CALCULATED AS A PERCENTAGE OF BASE SALARY ON THE LAST DAY OF THE THREE-YEAR CYCLE, AND OPPORTUNITY VARIES BY POSITION LEVEL. THE PLAN REQUIRES A THRESHOLD LEVEL OF FINANCIAL PERFORMANCE BEFORE ANY AWARDS CAN BE MADE, AND THE AMOUNT OF THE AWARDS VARIES WITH THE DEGREE OF ACHIEVEMENT OF THE TARGETS. THE MAXIMUM LTIP PAYOUT OPPORTUNITY RANGES FROM 30% TO 255% OF THE base salary as of December 31 in the last year of the three year plan. AWARDS HAVE BEEN ACCRUED UNDER THE LTIP, BUT NO PAYMENTS ARE MADE UNTIL AFTER YEAR-END AND ACHIEVEMENT IS VERIFIED BY THE BANNER HEALTH BOARD COMPENSATION COMMITTEE AND APPROVED BY THE FULL BOARD OF DIRECTORS OF BANNER HEALTH. ALL LTIP COMPENSATION PAYMENTS ARE REPORTED IN THE INCENTIVE AND BONUS COMPENSATION SHOWN IN SCHEDULE J, PART II, COLUMN (B)(II). AMOUNTS PAID FOR THE 2020-2022 CYCLE ARE REPORTED IN SCHEDULE J, PART II, COLUMN (B) AS BONUS & INCENTIVE COMPENSATION. AMOUNTS ACCRUED FOR 2023 FOR THE 2021-2023, 2022-2024 and 2023-2025 CYCLES (TO BE PAID OUT IN 2024, 2025 and 2026 RESPECTIVELY) ARE REPORTED IN SCHEDULE J, PART II, COLUMN (C) AS DEFERRED COMPENSATION. 2. BANNER HEALTH HAS A MANAGEMENT INCENTIVE PLAN (MIP) WHICH IS BASED ON COMPANY ACHIEVEMENT OF SEVERAL FINANCIAL AND NON-FINANCIAL/CLINICAL QUALITY METRICS THAT ARE ESTABLISHED ANNUALLY BY THE BANNER HEALTH BOARD OF DIRECTORS. AWARDS ARE GRANTED AS A PERCENTAGE OF THE PARTICIPANT'S BASE SALARY AND VARY WITH THE POSITION LEVEL OF THE PARTICIPATING EMPLOYEE, RANGING FROM 7% TO 110% OF BASE SALARY. IN 2023, THERE WERE 1,440 MIP PARTICIPANTS. THE MIP WAS ACCRUED IN 2022 FOR THE 2023 MIP PAYOUT. MIP COMPENSATION IS INCLUDED IN SCHEDULE J, PART II, COLUMN (B)(II). 3. Clinical Physicians employed by Banner are typically paid on the basis of a compensation system that incorporates a base salary and a non-fixed productivity component that is based upon the physician's productivity. All bonus and incentive compensation under this plan is included in Schedule J, Part II, Column B(ii). Form 990, Part VI, Line 15 LINE 15A & 15B BUMG 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 CEO - EXERCISES OVERSIGHT OVER ALL ASPECTS OF COMPENSATION FOR THE 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 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 THE 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 THIER 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/HER, 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 HEALTH'S EXECUTIVE COMPENSATION DEPARTMENT. THESE RANGES ARE ESTABLISHED IN ACCORDANCE WITH AN EXECUTIVE COMPENSATION PHILOSOPHY THAT IS ESTABLISHED, AND ANNUALLY 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 EXECUTIVE COMPENSATION 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 2023. Form 990, Part VI, Line 6 Classes of members or stockholders BUMG'S SOLE MEMBER IS BANNER HEALTH, AN ARIZONA NONPROFIT CORPORATION, WHICH IS ALSO EXEMPT FROM TAX AS AN ENTITY DESCRIBED UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. Form 990, Part VI, Line 7a Members or stockholders electing members of governing body THE DIRECTORS OF BUMG ARE THOSE INDIVIDUALS SERVING AS MEMBERS OF THE ACADEMIC MANAGEMENT COUNCIL (AMC) PURSUANT TO THE ACADEMIC AFFILIATION AGREEMENT DATED FEBRUARY 28, 2015 BETWEEN BANNER HEALTH AND THE ARIZONA BOARD OF REGENTS ON BEHALF OF THE UNIVERSITY OF ARIZONA. AMC MEMBERS ARE APPOINTED BY THE UNIVERSITY OF ARIZONA AND Banner Health, BUMG'S SOLE CORPORATE MEMBER. Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders BANNER HEALTH, THE SOLE MEMBER, SHALL HAVE AND EXERCISE THE POWERS HEREAFTER DESCRIBED: (A) APPOINT OR REMOVE THE PRESIDENT, THE CHIEF FINANCIAL OFFICER AND OTHER EXECUTIVE EMPLOYEES OF THE CORPORATION; (B) EVALUATE THE PERFORMANCE OF, AND ESTABLISH THE COMPENSATION OF, THE PRESIDENT; (C) REVIEW AND APPROVE THE COMPENSATION OF THE CHIEF FINANCIAL OFFICER AND OTHER EXECUTIVE EMPLOYEES OF THE CORPORATION; (D) APPOINT OR REMOVE ALL MEMBERS OF THE BOARD OF DIRECTORS OF THE CORPORATION, WHICH SHALL BE DONE BY VOTE OF THE BOARD OF DIRECTORS OF THE MEMBER; (E) REVIEW AND APPROVE MISSION STATEMENTS AND STRATEGIC PLANS; (F) APPROVE THE ESTABLISHMENT OF ALL NEW CORPORATE OR PARTNERSHIP ENTITIES CREATED OR JOINED BY THE CORPORATION; (G) REVIEW AND APPROVE OPERATING AND CAPITAL BUDGETS OF THE CORPORATION; (H) APPROVE ALL UNBUDGETED EXPENDITURES OVER THRESHOLDS AND SIGNATURE AUTHORITY AS ESTABLISHED BY POLICY OF THE MEMBER; (I) APPROVE THE PURCHASE OR SALE OF ANY ASSET OVER THRESHOLDS AND SIGNATURE AUTHORITY AS ESTABLISHED BY POLICY OF THE VOTING MEMBER, OR THE MERGER OR CONSOLIDATION OF THE CORPORATION WITH OR INTO ANY OTHER ENTITY; (J) APPROVE MAJOR CONTRACTS OF A NATURE AND SIZE AS DETERMINED BY POLICY AND SIGNATURE AUTHORITY OF THE MEMBER; (K) APPROVE ALL DEBT AND GUARANTIES OF THE CORPORATION OF TYPES AND LIMITS OVER THRESHOLDS AND SIGNATURE AUTHORITY AS ESTABLISHED BY POLICY OF THE MEMBER; (L) APPROVE THE INFORMATION TECHNOLOGY INFRASTRUCTURE OF THE CORPORATION; (M) APPROVAL OF THE COMPENSATION PHILOSOPHY, MODELS AND METHODOLOGY FOR PRACTICING CLINICAL PROVIDERS EMPLOYED BY THE CORPORATION; (N) APPROVAL OF THE PATIENT FINANCIAL ASSISTANCE POLICIES APPLICABLE TO SERVICES PROVIDED BY THE PRACTICING CLINICAL PROVIDERS AND OTHER HEALTH PROFESSIONALS EMPLOYED BY THE CORPORATION; AND (O) APPROVAL OF ANY ACTION, OR THE PROHIBITION OF ANY ACTION, IN EACH AS IS REASONABLY NECESSARY TO PRESERVE THE STATUS OF THE MEMBER AND OF THE CORPORATION AS ORGANIZATIONS DESCRIBED IN SECTION 501(C)(3) OF THE CODE. Form 990, Part VI, Line 11b Review of form 990 by governing body Banner Health's Tax Department (BH Tax) is RESPONSIBLE FOR OVERSEEING THE PROCESSES FOR PREPARING THE FORM 990. BH Tax TAKES THE LEAD ROLE IN THE PROCESS AND IS CHARGED WITH THE DUTY TO COLLECT THE FINANCIAL AND OTHER INFORMATION NEEDED TO COMPLETE THE FORM 990. THIS INCLUDES COORDINATING WITH OTHER Banner Health DEPARTMENTS, SUCH AS THE LEGAL, PAYROLL, GOVERNMENT RELATIONS, LICENSING, COMMUNITY BENEFIT, COMPENSATION AND BENEFITS, ACCOUNTS PAYABLE, RISK MANAGEMENT, CERTIFICATION, CREDENTIALING, FINANCIAL SERVICES, AND TREASURY DEPARTMENTS IN ORDER TO ENSURE THAT THE EXPERTISE OF EACH DEPARTMENT IS UTILIZED IN THE INFORMATION-GATHERING PROCESS. ONCE THE INFORMATION IS GATHERED, IT IS ORGANIZED AND ASSEMBLED INTO AN ORGANIZER THAT WILL BE USED BY BH Tax and an OUTSIDE ACCOUNTING FIRM TO PREPARE THE FORM 990. The accounting firm has expertise in non-profit hospital systems and has specific knowledge of Banner Health's operations and return complexity. A FIRST DRAFT OF THE FORM 990 IS PREPARED by BH Tax and READIED FOR REVIEW. THE REVIEW PROCESS BEGINS WITH AN INITIAL REVIEW DONE BY BH Tax. DURING THIS REVIEW, A LIST OF QUESTIONS, ISSUES AND ADDITIONAL TASKS IS COMPILED. THIS LIST IS THEN DISSEMINATED TO THE APPROPRIATE Banner Health DEPARTMENTS FOR FURTHER ACTION. ONCE ALL QUESTIONS, ISSUES AND TASKS HAVE BEEN COMPLETED, A SECOND REVIEW BY BH Tax and the accounting firm is DONE. Once this second REVIEW PROCESS IS COMPLETED, A FINAL DRAFT OF THE FORM 990 IS PRESENTED TO certain BUMG officers. CHANGES TO THE FORM 990 ARE MADE IF NECESSARY. THE FINAL VERSION OF THE FORM 990 IS SIGNED BY a BUMG OFFICER and the return is made available to the governing body. Form 990, Part VI, Line 12c Conflict of interest policy BUMG HAS ADOPTED THE Banner Health CONFLICT OF INTEREST POLICY. THIS POLICY REQUIRES THE INTERNAL Assurance DEPARTMENT OF BANNER HEALTH TO PROVIDE EACH PARTY WITH A DISCLOSURE QUESTIONNAIRE. THE INTERNAL AUDIT DEPARTMENT PRPEARES A SUMMARY FOR THE TAX DEPARTMENT. THIS SUMMARY IS ALSO PRESENTED TO THE AUDIT COMMITTEE. THE TAX DEPARTMENT PREPARES THE FORM 990 DISCLOSURE. THIS DISCLOSURE IS PRESENTED TO THE LEGAL DEPARTMENT FOR REVIEW. PURSUANT TO Banner Health'S CONLFICT OF INTEREST POLICY, ALL BOARD MEMBERS, OFFICERS AND THE DIRECTOR OF AUDIT SERVICES 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 - XXX-XX-XXXX; BANNER - U DENTAL SERVICES LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 901116747 MEDICAL SVCS AZ 0 0 BUMG BANNER - U HOSPITAL BASED PHYSICIANS 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 901116751 MEDICAL SVCS AZ 163109785 27468265 BUMG BANNER - U PHYSICIAN SPECIALISTS LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 901116753 MEDICAL SVCS AZ 292325928 49228720 BUMG BANNER - U SUPER SPECIALISTS LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 901116750 MEDICAL SVCS AZ 0 0 BUMG BANNER-UMG INTEGRATED HEALTH CLINIC LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 901140260 MEDICAL SVCS AZ 0 0 BUMG BANNER - U PRIMARY CARE PHYSICIANS LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 901116752 MEDICAL SVCS AZ 83413924 14047200 BUMG BANNER-UMG PEDIATRIC SLEEP LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 861268381 MEDICAL SVCS AZ 0 0 BUMG BANNER-UMG ADULT SLEEP LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 861344475 MEDICAL SVCS AZ 0 0 BUMG BANNER HEALTH 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 450233470 HOSPITAL AZ 501(c)(3) 3 NA false BANNER ALZHEIMER'S FOUNDATION 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 204862361 SUPPORT AZ 501(c)(3) 7 BANNER HEALTH true BANNER HEALTH FOUNDATION 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 942545356 SUPPORT AZ 501(c)(3) 7 BANNER HEALTH true BANNER MEDICAL GROUP COLORADO 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 900532831 MEDICAL SVCS CO 501(c)(3) 7 BANNER HEALTH true BANNER-UNIVERSITY FAMILY CARE 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 463766901 HEALTH INS. AZ 501(c)(3) 10 BANNER HEALTH true BANNER-UNIVERSITY CARE ADVANTAGE 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 463757358 HEALTH INS. AZ 501(c)(3) 10 BANNER HEALTH true BANNER MEDICAL GROUP 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 900532830 SUPPORT AZ 501(c)(3) 3 BANNER HEALTH true WYOMING MEDICAL CENTER INC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 830279242 HOSPITAL WY 501(c)(3) 3 BANNER HEALTH false BANNER HEALTH INSURANCE GROUP INC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85331 843248878 HEALTH INSURANCE AZ 501(c)(4) BANNER HEALTH true BANNER HEALTH PLAN INC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 843237280 HEALTH INSURANCE AZ 501(c)(4) BANNER HEALTH true BHSM REHABILITATION LLC 2901 N CENTRAL AVENUE SUITE 160 PHOENIX AZ 85012 823481322 MEDICAL SERVICES DE NA N/A BANNER ATLAS JV LLC 2901 N Central Ave Suite 160 Phoenix AZ 85012 831276122 Outpatient SURGERY Center AZ NA N/A BANNER AIR LLC 2901 N CENTRAL AVE STE 160 PHOENIX AZ 85012 862878425 MEDICAL TRANSPORT DE NA N/A BANNER WEST VALLEY CARDIOLOGY MANAGEMENT LLC 2901 N Central Ave STE 160 Phoenix AZ 85012 861559257 MEDICAL MANAGEMENT AZ NA N/A SONORA QUEST LABORATORIES 2901 N Central Ave Suite 160 Phoenix AZ 85012 860872873 LABORATORY AZ NA N/A BANNER PLAN ADMINISTRATION INC 445 W 5TH PLACE SUITE 101 MESA AZ 85201 860800246 THIRD PARTY ADMIN AZ NA C Corporation true BANNER INDEMNITY LTD 450233470 INVESTMENTS CJ NA C Corporation true BANNER HEALTH NETWORK 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 900750689 ACCOUNTABLE CARE AZ NA C Corporation true THE UNIV OF AZ HEALTH PLANS-U HEALTHCARE 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 454370907 HEALTH INSURANCE AZ NA C Corporation true NMSI INC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 742354291 PPO INS. PROVIDER CO NA C Corporation true false false true false false false false false false false true true true true true true true false true