2024-05-13T17:22:28-05:00 2023-06-30 440160260 FORVIS LLP 500 RIDGEFIELD COURT ASHEVILLE NC 28806 990 2022-07-01 453007639 FREDERICK HEALTH MEDICAL GROUP LLC FRED 2405663350 400 WEST SEVENTH STREET FREDERICK MD 21701 HANNAH R JACOBS SR VP, CFO 2405663350 2024-05-13 1 HANNAH JACOBS 999009999 1 AMY BIBBY P00445891 8282542254 2024-05-13 0 AAL1 IAL1 2022 2023-04-26 12:10:37Z HANNAH R JACOBS 400 WEST SEVENTH STREET FREDERICK MD 21701 103602723 0 X WWW.FREDERICKHEALTH.ORG/MEDICAL-GROUP X 2011 MD TO POSITIVELY IMPACT THE WELL-BEING OF EVERY INDIVIDUAL IN OUR COMMUNITY. 6 2 807 3 0 0 132824 100 76191682 103602623 0 0 0 0 76324506 103602723 0 0 0 0 51820118 65303771 0 0 0 49213030 60645744 101033148 125949515 -24708642 -22346792 22633984 26739049 22633984 26701766 0 37283 X TO POSITIVELY IMPACT THE WELL-BEING OF EVERY INDIVIDUAL IN OUR COMMUNITY. 0 0 73405872 47181120 EMPLOYED PHYSICIAN PRACTICES: PRACTICES INCLUDE CENTER FOR BREAST CARE, CENTER FOR CHEST DISEASE, UROLOGY, BEHAVIORAL HEALTH, ENDOCRINE AND THYROID, IMMEDIATE CARE, INTERNAL MEDICINE, WOUND AND HYPERBARIC, ONCOLOGY, ORTHOPEDICS, PAIN, SURGERY, SURGICALISTS, SLEEP, PULMONARY, DIABETES, CARE CLINIC AND PRIMARY CARE. PATIENT VISITS IN THESE PRACTICES WERE 308,000 FOR THE YEAR. IN ADDITION TO THE PROGRAM SERVICES EXPENSE LISTED HERE, FHMG INCURRED $5.3 MILLION IN GENERAL AND ADMINISTRATIVE EXPENSES IN MEETING THE NEEDS OF OUR PRIMARY SERVICE AREA. 43114850 44680526 CHEMOTHERAPY PROGRAM IS PART OF AN INTEGRATED, MULTIDISCIPLINARY, PATIENT CENTERED CANCER CARE FOR PATIENTS WITH MALIGNANCIES, REGARDLESS OF ABILITY TO PAY. FOR THOSE WITH ADDITIONAL FINANCIAL NEED, FINANCIAL COUNSELORS AND A PATIENT ASSISTANCE FUND IS AVAILABLE. THE PROGRAM TREATS APPROXIMATELY 800 NEWLY DIAGNOSED CANCERS PER YEAR AND ALSO HAS A COMMUNITY OUTREACH PROGRAM THAT INCLUDES EDUCATION AND SCREENING. THE CANCER CARE PROGRAM IS ACCREDITED BY THE AMERICAN COLLEGE OF SURGEONS COMMISSION ON CANCER. IN ADDITION TO THE PROGRAM SERVICES EXPENSE LISTED HERE, FHMG INCURRED $5.3 MILLION IN GENERAL AND ADMINISTRATIVE EXPENSES IN MEETING THE NEEDS OF OUR PRIMARY SERVICE AREA. 547683 304460 OPERATES A DENTAL CLINIC WITH FOCUS ON PRIMARY CARE TO ADDRESS COMMUNITY NEED AND FOR THE REDUCTION OF EMERGENCY ROOM VISITS. DURING THE FISCAL YEAR THE DENTAL CLINIC HAD 1,844 PATIENTVISITS. IN ADDITION TO THE PROGRAM SERVICES EXPENSE LISTED HERE, FHMG INCURRED $5.3 MILLION IN GENERAL AND ADMINISTRATIVE EXPENSES IN MEETING THE NEEDS OF OUR PRIMARY SERVICE AREA. 658195 11436517 OTHER PROGRAM SERVICES REVENUE AND EXPENSES ASSOCIATED WITH PHYSICIAN PRACTICE SUPPORT ACTIVITIES. 658195 11436517 117726600 1 0 0 0 0 0 0 0 0 0 1 0 0 1 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 3 0 1 807 1 0 0 0 0 0 0 0 0 0 0 0 0 X 6 2 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 MD X HANNAH R JACOBS 2405663350 400 WEST SEVENTH STREET FREDERICK MD 21701 X THOMAS A KLEINHANZL PRESIDENT & CEO FHH 2.00 49.00 X X 0 1134727 366456 RIZWANA AFZAL MD PHYSICIAN 40.00 X 987851 0 10572 MICHELLE MAHAN SR. VP & CFO THROUGH 8/6/22 2.00 48.00 X 0 643631 44464 MARSHA NAYDICH MD PHYSICIAN 40.00 X 667748 0 0 ADEDAPO T AJAYI PHYSICIAN 40.00 X 588611 0 17043 MIHIR JANI MD DIRECTOR/PHYSICIAN 40.00 2.00 X 574270 0 30273 MAURICE A SMITH PHYSICIAN 40.00 X 540096 0 29017 GEORGE L COPPIT III PHYSICIAN 40.00 X 509249 0 26650 HANNAH R JACOBS SR. VP & CFO START 4/4/22 2.00 49.00 X 0 391111 46751 GNANARAJ KOILPILLIA MD DIRECTOR/PHYSICIAN 40.00 0.00 X 331210 0 30616 PATRICIA HANDBERRY CHAIRMAN START 10/22 2.00 2.00 X X 0 0 0 GORDON COOLEY DIRECTOR 2.00 4.00 X 0 0 0 NANCY NEWMISTER DIRECTOR THROUGH 9/22 1.00 2.00 X 0 0 0 SHUCHI SHARMA DIRECTOR 1.00 2.00 X 0 0 0 JASON LEE DIRECTOR START 10/22 1.00 2.00 X 0 0 0 ARTHUR SAGOSKIN DIRECTOR START 10/22 1.00 2.00 X 0 0 0 4199035 2169469 601842 125 0 1 0 0 100 100 OUTPATIENT SERVICES 624110 89236816 89236816 ALL OTHER PROGRAM SERV 900099 14365807 14365807 103602623 103602723 103602623 0 0 55680605 51459239 4221366 1572319 1388248 184071 4633672 4035949 597723 3417175 3093368 323807 9602999 6802105 2800894 355 355 424420 402605 21815 211652 180424 31228 3808744 3792278 16466 127441 127397 44 540356 529786 10570 1283506 1283506 SUPPLIES AND COGS 44645871 44631340 14531 IT - NEXTGEN SOFTWARE 400 400 125949515 117726600 8222915 0 1996400 1182016 8733242 13269847 2196840 2523394 282735 161782 7905515 6086447 2164087 1819068 7260680 7782942 22633984 26739049 7544375 6834411 15089609 19867355 22633984 26701766 X 0 0 0 0 0 37283 0 37283 22633984 26739049 X -22346792 22384075 X X 0 1 X 1 0 X 60889271 66374261 69646523 76324506 103602723 376837284 60889271 66374261 69646523 76324506 103602723 376837284 0 0 0 376837284 60889271 66374261 69646523 76324506 103602723 376837284 1.00000 1.00000 0.00000 1.00000 X 206957 69757 137200 2314156 1192250 1121906 5307541 4824440 483101 76861 76861 1819068 RIGHT OF USE ASSETS 7782942 7782942 RIGHT OF USE LIABILITIES 8357303 INTERCOMPANY TRANSACTIONS 1040000 INTERCOMPANY LIABILITIES 10470052 19867355 X X X X X 0 1 0 0 0 0 0 0 0 THOMAS A KLEINHANZL PRESIDENT & CEO FHH 0 870555 0 260818 0 3354 0 351433 0 15023 0 1501183 0 0 RIZWANA AFZAL MD PHYSICIAN 663964 0 323212 0 675 0 0 0 10572 0 998423 0 0 0 MICHELLE MAHAN SR. VP & CFO THROUGH 8/6/22 0 431445 0 206090 0 6096 0 36107 0 8357 0 688095 0 0 MARSHA NAYDICH MD PHYSICIAN 490860 0 176666 0 222 0 0 0 0 0 667748 0 0 0 ADEDAPO T AJAYI PHYSICIAN 401983 0 186406 0 222 0 11711 0 5332 0 605654 0 0 0 MIHIR JANI MD DIRECTOR/PHYSICIAN 503092 0 70626 0 552 0 15250 0 15023 0 604543 0 0 0 MAURICE A SMITH PHYSICIAN 479775 0 59961 0 360 0 13860 0 15157 0 569113 0 0 0 GEORGE L COPPIT III PHYSICIAN 356662 0 152035 0 552 0 15250 0 11400 0 535899 0 0 0 HANNAH R JACOBS SR. VP & CFO START 4/4/22 0 344255 0 45062 0 1794 0 34126 0 12625 0 437862 0 0 GNANARAJ KOILPILLIA MD DIRECTOR/PHYSICIAN 296804 0 33854 0 552 0 14447 0 16169 0 361826 0 0 0 PART I, LINE 3 THE EXECUTIVE COMPENSATION PROGRAM IS DESIGNED TO CARRY OUT THE HEALTH SYSTEM MISSION, TO ACHIEVE THE CHARITABLE PURPOSE, TO ATTRACT, RETAIN, MOTIVATE AND REWARD EXECUTIVE MANAGEMENT, AND TO MAINTAIN A COMPETITIVE POSITION WITH PEER ORGANIZATIONS IN THE REGION. OVERSIGHT OF THE EXECUTIVE COMPENSATION PROGRAM IS PROVIDED BY THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD, COMPOSED OF THE BOARD CHAIRMAN, VICE CHAIRMAN, IMMEDIATE PRECEDING CHAIRMAN, CHAIRMAN OF THE FINANCE COMMITTEE AND THE CHAIRMAN OF THE GOVERNANCE COMMITTEE. IN ADDITION TO THE BOARD'S COMPENSATION COMMITTEE, WE UTILIZED AN EXTERNAL INDEPENDENT CONSULTANT AND MARKET SURVEYS FOR ALL EXECUTIVE MANAGEMENT COMPENSATION. THE PRESIDENT AND CEO HAS A WRITTEN EMPLOYMENT CONTRACT. PART I, LINE 4B FREDERICK HEALTH HOSPITAL HAS ONE 457(F) NON-QUALIFIED DEFERRED COMPENSATION PLAN FOR CERTAIN MEMBERS OF SENIOR MANAGEMENT. UNDER THE PLAN, THEY MAY CONTRIBUTE AMOUNTS FROM THEIR COMPENSATION TO THE PLAN AND MAY RECEIVE A DISCRETIONARY EMPLOYER CONTRIBUTION. EMPLOYEES ARE FULLY VESTED IN ALL EMPLOYEE CONTRIBUTIONS TO THE PLAN. VESTING IN EMPLOYER CONTRIBUTIONS OCCURS IN ACCORDANCE WITH THE UNDERLYING PLAN DOCUMENTS. ALL ASSETS OF THE PLAN ARE HELD IN A SEPARATE TRUST. TOTAL HOSPITAL CONTRIBUTIONS TO THIS PLAN WERE AS FOLLOWS: MICHELLE K. MAHAN $2,052 THOMAS A. KLEINHANZL $315,683 HANNAH JACOBS - $21,000 FORM 990, PART VI, SECTION A, LINE 6 THE SOLE MEMBER OF THE ORGANIZATION IS FREDERICK HEALTH, INC. FORM 990, PART VI, SECTION A, LINE 7A THE SOLE MEMBER, FREDERICK HEALTH, INC, HAS THE POWER TO APPOINT THE CHAIR OF THE BOARD OF DIRECTORS AND A CHIEF EXECUTIVE OFFICER OF THE ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 7B THE MEMBER, FREDERICK HEALTH, INC, SHALL TAKE THE FOLLOWING ACTIONS ON BEHALF OF THE ORGANIZATION: - THE FORMULATION, COMMUNICATION, AND IMPLEMENTATION OF STRATEGIC PLANNING AND FINANCIAL MANAGEMENT FOR THE ORGANIZATION. - THE SELECTION OF A FISCAL AUDITOR FOR THE ORGANIZATION. - THE MEMBER SHALL APPROVE THE FOLLOWING ACTIONS PRIOR TO THE ORGANIZATION TAKING SUCH ACTION: - THE EXPENDITURE OR DIVESTITURE OF CAPITAL ASSETS OF THE ORGANIZATION, IF THE VALUE OF SUCH EXPENDITURE OR DIVESTITURE IS IN EXCESS OF AN AMOUNT AS DESIGNATED BY THE MEMBER FROM TIME TO TIME. - THE INCURRENCE OF DEBT, OR GUARANTEE OF DEBT, IF THE AGGREGATE AMOUNT OF SUCH DEBT DURING ANY TWELVE-MONTH PERIOD IS IN EXCESS OF AN AMOUNT AS DESIGNATED BY THE MEMBER FROM TIME TO TIME. - THE DISSOLUTION OR LIQUIDATION OF THE ORGANIZATION. - THE CREATION, DISSOLUTION, OR DIVESTITURE BY THE ORGANIZATION OF ANY SUBSIDIARY, PARTNERSHIP, OR LIMITED LIABILITY ORGANIZATION. - THE AMENDMENT OF THE ORGANIZATION'S ARTICLES OF ORGANIZATION OR THIS OPERATING AGREEMENT, WHICH MUST IN ALL EVENTS BE CONSISTENT WITH THE ORGANIZATION'S CHARITABLE PURPOSES WITHIN THE MEANING OF SECTION 501(C)(3) OF THE CODE. - EXPENDITURES OF AMOUNTS IN EXCESS OF THE ORGANIZATION'S APPROVED ANNUAL OPERATING BUDGET, IF SUCH AMOUNTS EXCEED AN AMOUNT TO BE DESIGNATED BY THE MEMBER FROM TIME TO TIME. THE ORGANIZATION SHALL NOT BE DEEMED TO HAVE ADOPTED AN ANNUAL OPERATING BUDGET OR CAPITAL BUDGET OPERATING AGREEMENT, WHICH MUST IN ALL EVENTS BE CONSISTENT WITH THE ORGANIZATION'S CHARITABLE PURPOSES WITHIN THE MEANING OF SECTION 501(C)(3) OF THE CODE. FORM 990, PART VI, SECTION B, LINE 11B THE 990 IS PREPARED IN CONJUNCTION WITH OUTSIDE TAX ACCOUNTANTS AND IS REVIEWED BY UPPER MANAGEMENT PRIOR TO PROVIDING A COPY TO THE BOARD. A COPY OF THE FORM 990 WAS PROVIDED TO ALL MEMBERS OF THE BOARD PRIOR TO FILING. FORM 990, PART VI, SECTION B, LINE 12C THE FREDERICK HEALTH MEDICAL GROUP, LLC BOARD OF DIRECTORS IS COMMITTED TO MEETING ITS FIDUCIARY RESPONSIBILITIES AND MAINTAINING ITS DUTY OF LOYALTY TO THE HOSPITAL AND THE COMMUNITY IT SERVES. TO THIS END, THE BOARD WILL EXERCISE VIGILANCE IN IDENTIFYING ANY CONFLICTS OF INTEREST. THE BOARD WILL ALSO MAINTAIN TRANSPARENCY AND OBJECTIVITY IN MAKING DECISIONS ABOUT CONFLICTS OF INTEREST SO THAT THE ORGANIZATION'S MISSION IS ALWAYS THE FIRST PRIORITY. THE CHAIRPERSON (OR VICE CHAIRPERSON IF THE CHAIR IS INVOLVED) WILL NOTIFY ALL DIRECTORS OF A REPORTED CONFLICT OF INTEREST AND WILL DECIDE WHETHER TO TAKE THE MATTER TO THE FULL BOARD TO DECIDE WHETHER A CONFLICT EXISTS AND, IF SO, TO DECIDE WHAT ACTION TO TAKE. ALTERNATIVELY, THE CHAIR PERSON WILL REFER THE MATTER TO THE GOVERNANCE COMMITTEE FOR AN IN-DEPTH EXAMINATION, SUMMARY, AND RECOMMENDATION PRIOR TO A FULL BOARD DISCUSSION AND DECISION. IF TIME IS OF THE ESSENCE, THE CHAIRPERSON WILL TAKE THE MATTER TO THE EXECUTIVE COMMITTEE, AND THE CHAIRPERSON WILL NOTIFY THE FULL BOARD OF SUCH ACTION. WHERE A CONFLICT OF INTEREST HAS BEEN IDENTIFIED THE BOARD MEMBER SHALL NOT VOTE OR BE PRESENT FOR THE DISCUSSION OR THE VOTE REGARDING THE TRANSACTION AT EITHER THE FULL BOARD, EXECUTIVE COMMITTEE, OR GOVERNANCE COMMITTEE MEETINGS EXCEPT TO ANSWER QUESTIONS THAT MAY BE ASKED OF HIM OR HER. TO PREVENT ACTUAL OR PERCEIVED INFLUENCE ON THE BOARD'S DECISION, THE CONFLICTED MEMBER IS PROHIBITED, AFTER INITIAL DISCLOSURE, FROM DISCUSSING THE CONFLICT OF INTEREST EITHER FORMALLY OR INFORMALLY WITH FELLOW DIRECTORS OR WITH MEMBERS OF THE MANAGEMENT. THERE WILL BE AN ANNUAL REVIEW OF ALL BOARD MEMBERS AND OFFICERS' TRANSACTIONS PREPARED BY THE ADMINISTRATION AND REVIEWED BY THE GOVERNANCE COMMITTEE AND THE FULL BOARD OF DIRECTORS. AT THAT TIME, ALL DIRECTORS WILL BE REMINDED OF THE IRS INTERMEDIATE SANCTIONS REGULATION THAT ESTABLISHES EXCISE TAXES AS A SANCTION AGAINST ADMINISTRATORS AND DIRECTORS OF TAX-EXEMPT ORGANIZATIONS WHO PARTICIPATE IN 'EXCESS BENEFIT TRANSACTIONS' (E.G., UNREASONABLE HIGH EMPLOYMENT COMPENSATION OR BUSINESS DEALS). FORM 990, PART VI, SECTION C, LINE 19 THE GOVERNING DOCUMENTS AND THE CONFLICT OF INTEREST POLICY ARE AVAILABLE UPON REQUEST. FREDERICK HEALTH, INC'S CONSOLIDATED ANNUAL AUDITED FINANCIAL STATEMENTS ARE AVAILABLE AT WWW.FREDERICKHEALTH.ORG FORM 990, PART VII, SECTION A DIRECTORS MIHIR M. JANI AND GNANARAJ KOILPILLAI RECEIVED COMPENSATION FOR PHYSICIAN SERVICES. FORM 990, PART XI, LINE 9: INTERCOMPANY LOAN FORGIVENESS WITH FH HOSPITAL 22,385,000. OTHER -925. FORM 990, PART XII, LINE 2C: THE PROCESS HAS NOT CHANGED SINCE THE PRIOR YEAR. 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