2024-11-15T16:09:42-06:00 2023-12-31 PwC US Tax LLP 2001 MARKET ST SUITE 1800 PHILADELPHIA PA 19103 990 2023-01-02 822336821 BAYADA % BRIAN PRESSLER BAYA 8562311000 4300 HADDONFIELD ROAD PENNSAUKEN NJ 08109 DAVID BAIADA PRESIDENT & CEO 8562311000 2024-11-15 true true ERIC M MCNEIL P00460263 2673303000 2024-11-14 2023 2024-10-15 13:58:12Z DAVID L BAIADA 4300 HADDONFIELD ROAD PENNSAUKEN NJ 08109 6290935 false X WWW.BAYADA.COM X 2017 DE BAYADA'S CHARITABLE HEALTH CARE MISSION INCLUDES HELPING PEOPLE TO HAVE A SAFE HOME LIFE WITH COMFORT, INDEPENDENCE, AND DIGNITY. 10 9 0 0 0 0 0 0 0 0 1586 0 5864482 6290935 5866068 6290935 0 0 0 0 0 0 0 0 0 5867536 6326254 5867536 6326254 -1468 -35319 15136467 15564835 5848103 6311790 9288364 9253045 X BAYADA'S CHARITABLE HEALTH CARE MISSION INCLUDES HELPING PEOPLE TO HAVE A SAFE HOME LIFE WITH COMFORT, INDEPENDENCE, AND DIGNITY. BAYADA PROVIDES THE HIGHEST QUALITY HOME HEALTH CARE SERVICES INCLUDING NURSING, REHABILITATIVE, THERAPEUTIC, AT-HOME HOSPICE CARE, AND ASSISTIVE CARE SERVICES TO CHILDREN, ADULTS, AND SENIORS. BAYADA'S FOCUS ON IN-HOME CARE IS SUPPORTED BY ITS ADOPTED PHILOSOPHY OF FOCUSING ON PROVIDING CLIENTS AND THEIR FAMILIES WITH HOME HEALTH CARE DELIVERED WITH COMPASSION, EXCELLENCE, AND RELIABILITY. IN PARTICULAR, BAYADA IS ORGANIZED AND OPERATED AS THE PARENT ORGANIZATION OF BAYADA HOME HEALTH CARE, INC. ("BHHC"), AN INTERNAL REVENUE CODE ("CODE") SECTION 501(C)(3) TAX-EXEMPT ORGANIZATION AND SECTION 509(A)(2) PUBLIC CHARITY, WHICH PROVIDES HOME HEALTH CARE, NURSING, HOSPICE, REHABILITATIVE, THERAPEUTIC AND ASSISTIVE CARE, AND PRIMARY AND BEHAVIORAL HEALTHCARE SERVICES. BAYADA WILL DEVELOP, RESEARCH, ADVOCATE, AND PROMOTE THE BEST PRACTICES IN HOME HEALTH CARE, NURS false false 6326254 0 6290935 IN FURTHERANCE OF BAYADA'S CHARITABLE HEALTH CARE MISSION OF HELPING PEOPLE TO HAVE A SAFE HOME LIFE WITH COMFORT, INDEPENDENCE, AND DIGNITY, BAYADA EARNS SUB-LICENSE FEES FROM ITS TAX-EXEMPT AFFILIATES FOR THE USE TRADEMARKS, TRADE NAMES, AND SERVICE NAMES. 6326254 true false false false false false false false false false false true false true false false false true false false false false false false false false false false false true false false false true false false false false false false false false true true true true true false true 8 0 true 0 false false false false false false false false false false false false X 10 9 true false true false false false false true true false false true true true true true true false false false NJ X BRIAN PRESSLER 8562311000 4300 HADDONFIELD RD PENNSAUKEN NJ 08109 DAVID L BAIADA PRESIDENT & CEO 1.0 40.0 X 0 3700786 19375 BRIAN PRESSLER TREASURER & CFO 1.0 40.0 X 0 2169878 13810 TANYA HOLCOMB GENERAL COUNSEL & CORP SEC'Y 1.0 40.0 X 0 811368 13176 DR THOMAS SAPORITO DIRECTOR 1.0 5.0 X 183505 0 0 ENRICO BALLEZZI DIRECTOR 1.0 5.0 X 133505 22000 0 P MELAN BAIADA DIRECTOR 1.0 5.0 X 133505 0 0 THOMAS CONSIDINE DIRECTOR 1.0 5.0 X 133505 0 0 BRIAN FORD DIRECTOR 1.0 5.0 X 133505 0 0 GAVIN KERR DIRECTOR 1.0 5.0 X 133505 0 0 SHIRLEE SHARKEY DIRECTOR 1.0 5.0 X 132263 0 0 TERESA CARROLL DIRECTOR 1.0 5.0 X 125454 0 0 WINSELOW TUCKER DIRECTOR 1.0 5.0 X 100000 0 0 J MARK BAIADA DIRECTOR AND CHAIR 1.0 5.0 X 0 0 0 1208747 6704032 46361 8 false true false 0 0 0 0 0 6290935 6290935 0 0 0 0 0 0 0 0 0 0 0 0 0 0 6290935 6290935 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 36110 36110 0 0 0 0 0 0 0 6290144 6290144 0 0 0 0 0 0 0 0 6326254 6326254 0 0 0 0 1526104 1461531 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 7751869 7751869 0 0 0 0 5858494 6351435 15136467 15564835 0 0 0 0 0 0 0 0 0 0 5848103 6311790 0 0 0 0 0 0 5848103 6311790 X 9288364 9253045 0 0 9288364 9253045 15136467 15564835 -35319 X false true X true false X X X 1 BAYADA HOME HEALTH CARE INC 231943113 10 true 0 0 1 0 0.00000 true false false false false false false false false false false false false false false false true true X true true SCHEDULE A, PART IV, SECTION D, LINE 3 BAYADA IS RESPONSIVE TO THE NEEDS AND DEMANDS OF ITS SUPPORTED ORGANIZATION, BAYADA HOME HEALTH CARE, INC. (BHHC). FIRST, ITS BYLAWS REQUIRE THAT BAYADA SHALL HAVE, AT ALL TIMES, AT LEAST ONE DIRECTOR WHO IS ALSO A DIRECTOR ON THE BHHC BOARD OF DIRECTORS. THROUGH ITS OVERLAPPING BOARD MEMBERS, BHHC HAS A SIGNIFICANT VOICE IN THE INVESTMENT POLICIES OF BAYADA AND BAYADA'S USE OF ITS INCOME AND ASSETS. IT IS IMPORTANT TO NOTE THAT CURRENTLY ALL TEN (10) DIRECTORS OF BHHC ARE ALSO THE ONLY DIRECTORS OF BAYADA. ADDITIONALLY, SINCE ALL OF BAYADA'S ACTIVITIES WILL SUPPORT OR BENEFIT THE STRATEGIC PLANNING AND POSITIONING OF BHHC, THE ALL-VOLUNTEER BOARD OF DIRECTORS OF BAYADA, BY NECESSITY, WILL NEED TO RELY ON THE BHHC SENIOR STAFF TO HAVE SIGNIFICANT INPUT AND NECESSARY PARTICIPATION IN STRUCTURING THESE STRATEGIC PLANS AS THEY ARE BEING DEVELOPED BY THE BAYADA BOARD. SCHEDULE A, PART IV, SECTION E, LINE 3A UNDER BHHC'S ORGANIZING DOCUMENTS, THE BAYADA BOARD OF DIRECTORS HAVE, EXERCISING THE RIGHTS OF A MEMBER, THE RIGHT TO ELECT AND TO REMOVE THE DIRECTORS OF THE BHHC. AS THE SOLE MEMBER OF BHHC, THROUGH BAYADA HEALTH, LLC (A DISREGARDED ENTITY), BAYADA WILL EXERCISE ULTIMATE CONTROL OVER THE POLICIES, PROGRAMS AND ACTIVITIES OF BHHC. SCHEDULE A, PART IV, SECTION E, LINE 3B SUBSTANTIAL CONTROL IS EXERCISED BY THE BOARD OF DIRECTORS OF BAYADA AS THE BHHC BYLAWS REQUIRE THE BOARD OF BAYADA TO APPROVE CERTAIN FUNDAMENTAL ACTIONS TAKEN BY BHHC, SUCH AS THE AMENDMENT OF THE BYLAWS OR CERTIFICATE OF INCORPORATION OF BHHC, THE SALE, LEASE OR EXCHANGE OR ALL OR SUBSTANTIALLY ALL OF THE PROPERTY OR ASSETS OF BHHC, THE MERGER, CONSOLIDATION, REORGANIZATION, OR CONVERSION OF BHHC, AND THE DISSOLUTION OF BHHC. BAYADA ALSO ESTABLISHES SUBSTANTIAL CONTROL BY ESTABLISHING THE STRATEGIC PLANNING AND POSITIONING OF BHHC IN THE HOME HEALTH CARE WORLD. INVEST IN BAYADA HOME HEALTH C 7751869 F 7751869 DUE FROM INTERCOMPANIES 6351435 6351435 false false false true true true true false false DAVID L BAIADA PRESIDENT & CEO 0 948108 0 2585489 0 167189 0 4620 0 14755 0 3720161 0 0 BRIAN PRESSLER TREASURER & CFO 0 593494 0 1454217 0 122167 0 4620 0 9190 0 2183688 0 0 TANYA HOLCOMB GENERAL COUNSEL & CORP SEC'Y 0 375807 0 387750 0 47811 0 4620 0 8556 0 824544 0 0 DR THOMAS SAPORITO DIRECTOR 100000 0 33505 0 50000 0 0 0 0 0 183505 0 0 0 ENRICO BALLEZZI DIRECTOR 100000 22000 33505 0 0 0 0 0 0 0 133505 22000 0 0 SCHEDULE J, PART I, LINES 5 & 6 A RELATED ORGANIZATION HAS AN INCENTIVE PLAN THAT AWARDS COMPENSATION TO THE CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, CHIEF PEOPLE OFFICER, CHIEF CLINICAL OFFICER, CHIEF OPERATING OFFICER, CHIEF DIGITAL EXPERIENCE OFFICER, GENERAL COUNSEL, PRACTICE PRESIDENTS, AND DIVISION DIRECTOR REPORTED ON FORM 990, PART VII, SECTION A. INCENTIVE AWARDS ARE MORE HEAVILY WEIGHTED ON TARGETS TIED TO REVENUE, WHICH MOST CLOSELY ALIGNS TO THE EXPANSION OF OUR MISSION, AS WELL AS ACHIEVING A MINIMUM OPERATING SURPLUS TARGET. COMPENSATION PAID TO OFFICERS AND KEY EMPLOYEES OF RELATED ORGANIZATION IS DETERMINED AFTER AN ANALYSIS OF A QUALIFIED INDEPENDENT COMPENSATION CONSULTING FIRM TO REVIEW AND OPINE ON THE REASONABLENESS OF THEIR COMPENSATION IN VIEW OF COMPARABLE DATA. THE REVIEW AND APPROVAL OF SUCH COMPENSATION ARE APPROPRIATELY DOCUMENTED IN THE MINUTES OF THE BOARD OR PEOPLE AND LEADERSHIP COMMITTEE PURSUANT TO CODE SECTION 4958 AND TREASURY REGULATIONS SECTION 53.4958-6. THE BAYADA WAY INSTITUTE SEE PART V LICENSE X 6311790 false true true 6311790 SCHEDULE L, PART II, LINE 1 THE TRANSACTION LISTED IN SCHEDULE L, PART II, LINE 1, INVOLVES THE BAYADA WAY INSTITUTE, WHICH J. MARK BAIADA HOLDS 100% OF THE VOTING RIGHTS. THE PAYABLE IS UNDER THE LICENSE SERVICES AGREEMENT FOR THE USE OF TRADEMARKS, TRADE NAMES, AND SERVICE NAMES. FORM 990, PART VI, LINE 2 J. MARK BAIADA AND P. MEL BAIADA - FAMILY RELATIONSHIP J. MARK BAIADA AND DAVID L. BAIADA - FAMILY RELATIONSHIP FORM 990, PART VI, LINE 4 DURING 2023, BAYADA AMENDED ITS CERTIFICATE OF INCORPORATION AND BYLAWS TO AMEND ITS CHARITABLE PURPOSES TO BE A TYPE III-FUNCTIONALLY INTEGRATED SUPPORTING ORGANIZATION OF BAYADA HOME HEALTH CARE, INC. THESE DOCUMENTS WERE SUBMITTED TO THE IRS AS PART OF BAYADA'S REQUEST FOR CHANGE OF ITS PUBLIC CHARITY STATUS THAT WAS APPROVED BY THE IRS. FORM 990, PART VI, LINE 11B THE INFORMATION TO PREPARE THE FORM 990 IS GATHERED BY FINANCE STAFF AND PROVIDED TO ITS ACCOUNTING FIRM WHO PREPARES THE RETURN. SENIOR MANAGEMENT THEN REVIEWS THE RETURN PRIOR TO FILING. THE FORM 990 IS ALSO MADE AVAILABLE TO THE BOARD OF TRUSTEES PRIOR TO FILING. FORM 990, PART VI, LINE 12C EACH DIRECTOR, OFFICER, AND MEMBER OF A COMMITTEE WITH BOARD-DELEGATED POWERS SHALL EXECUTE AND DELIVER TO THE PRESIDENT AN ANNUAL STATEMENT DISCLOSING THE FACTS RELATING TO ANY ACTUAL OR POTENTIAL FINANCIAL INTEREST OR STATING THAT HE OR SHE HAS NO REPORTABLE FINANCIAL INTEREST. THE PRESIDENT SHALL REPORT THE RESULTS OF THE ANNUAL DISCLOSURE STATEMENTS TO THE BOARD AT ITS ANNUAL MEETING. IF ANY DIRECTOR OR OFFICER OF THE CORPORATION HAS A FINANCIAL INTEREST IN A PROPOSED CONTRACT OR OTHER TRANSACTION INVOLVING BAYADA, THE DIRECTOR OR OFFICER MUST DISCLOSE THE FINANCIAL INTEREST TO THE BOARD OR COMMITTEE AUTHORIZING THE CONTRACT OR TRANSACTION. THE BOARD OR COMMITTEE SHALL DETERMINE WHETHER THE FINANCIAL INTEREST CONSTITUTES A CONFLICT OF INTEREST. A DIRECTOR OR OFFICER WHO HAS A CONFLICT OF INTEREST MAY ANSWER QUESTIONS OF THE BOARD OR COMMITTEE CONSIDERING THE CONTRACT OR TRANSACTION THAT INVOLVES THE CONFLICT. HOWEVER, AFTER ANSWERING QUESTIONS, THE DIRECTOR OR OFFICER SHALL LEAVE THE MEETING DURING THE DISCUSSION OF THE MERITS OF THE CONTRACT OR TRANSACTION AND SHALL NOT VOTE ON THE CONTRACT OR OTHER TRANSACTION. FORM 990, PART VI, LINE 15 BAYADA DID NOT HAVE ANY EMPLOYEES DURING 2023. COMPENSATION PAID TO OFFICERS AND KEY EMPLOYEES OF RELATED ORGANIZATION IS DETERMINED AFTER AN ANALYSIS OF A QUALIFIED INDEPENDENT COMPENSATION CONSULTING FIRM TO REVIEW AND OPINE ON THE REASONABLENESS OF THEIR COMPENSATION IN VIEW OF COMPARABLE DATA. THE REVIEW AND APPROVAL OF SUCH COMPENSATION ARE APPROPRIATELY DOCUMENTED IN THE MINUTES OF THE BOARD OR PEOPLE AND LEADERSHIP COMMITTEE PURSUANT TO CODE SECTION 4958 AND TREASURY REGULATIONS SECTION 53.4958-6. FORM 990, PART VI, LINE 19 BAYADA WILL MAKE ITS GOVERNING DOCUMENTS, CONFLICTS OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE UPON WRITTEN REQUEST. 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