Form 990 for tax year 2022

The filer's explanations (Part III)

Part I, Line 1a

From time to time and under certain circumstances, Exeter Health Resources, Inc. or one of its affiliates may choose to gross-up a payment to make the employee whole from a tax perspective. As explained further below, these situations are reviewed on a case-by-case basis and the cost of any gross-up is considered when reviewing an employee's overall compensation package for reasonableness. Examples of the types of expenses which fall into this category are reimbursement for relocation and temporary housing, or reimbursement for the acquisition of supplemental long term disability insurance.

Part I, Line 1b

There was no existing policy concerning tax indemnification and gross up payments. However, in the instance of such action related to the acquisition of long term disability insurance described above, the tax indemnification and gross up payments were approved by the Exeter Health Resources Board of Trustees Executive Committee which is comprised of disinterested persons.

Part I, Line 3

The President of Exeter Med Real, Inc. is compensated by a related organization, Exeter Health Resources, Inc. Exeter Health Resources, Inc. uses a compensation committee, an independent compensation consultant, a compensation survey and approval by the Board or compensation committee. The Organization's parent (Exeter Health Resources, Inc.) has a formal process for determining total compensation for the President and other listed officers that is intended to provide reasonable compensation for achieving the organization's mission, to recognize individual and team performance and to comply with the organization's obligations as a tax-exempt charitable organization. The Executive Committee of the Exeter Health Resources Inc.'s Board of Trustees conducts an annual review of the compensation of the President and other listed officers. In doing so, the Committee retains a qualified independent compensation consultant to conduct competitive market analysis of the market ranges of base, incentive, and total cash compensation, and to provide advice concerning the reasonableness of the compensation of the President and other listed officers. The Committee utilizes that analysis and other appropriate information in connection with its annual review and makes recommendations to the full Board of Exeter Health Resources, Inc. for adjustment of the President's compensation and the compensation for other listed officers. Information which the committee may consider can include but is not limited to the performance of an individual and/or that individual's contributions to a team, the performance of the organization in whole and in part, the elements of total compensation and salary history, the organization's compensation targets and comparability data, including the data prepared by the independent consultant and reviewed with the Committee. The Committee incorporates a performance appraisal process in the President's and the other listed officers' compensation review. The President and other listed officers are not present when the Committee discusses their respective compensation. In addition, the Committee determines if the threshold requirements for incentive awards are met, consisting of the organization's performance results for quality, operating system excellence and financial performance. The results of the Committee's deliberations are presented to the Exeter Health Resources, Inc. Board and include recommendations concerning salary range adjustments and incentive awards and the basis for the Committee's decisions/recommendations. The deliberations of the Exeter Health Resources, Inc. Board are conducted in executive session with the independent members of the Board but do include the President only for that period of time in which the Exeter Health Resources, Inc. Board has questions concerning the performance of any other listed officer other than the President. The Exeter Health Resources, Inc. Board reviews the President's performance and determines if the adjustments and awards recommended by the Committee for the President are in the organization's best interest and for the benefit of the organization and the parent organization. For the Exeter Med Real listed officer positions and Trustees, adjustments and incentive awards are approved upon recommendation of the President by the Executive Committee within the Exeter Health Resources, Inc. Board approved parameters and ratified by the Exeter Health Resources, Inc. Board of Trustees. Adjustments and awards for other listed key employees are approved upon recommendation of the President by the Executive Committee within the Exeter Health Resources, Inc. Board approved parameters and reviewed by the Board. In addition, as noted previously in this fling, Beth Israel Lahey Health (BILH) became the sole Member of Exeter Health Resources, Inc. (EHRI) effective July 1, 2023 at which time Kevin Tabb became the CEO of EHRI and compensation reported in this filing is calendar year 2022 compensation as required. The BILH Compensation Committee established the policies and the compensation structure, including benefits, for the BILH Chief Executive Officer as well as other members of senior management at BILH and its affiliates. The Compensation Committee is responsible for assuring that the total compensation provided to these individuals is fair and reasonable using current and credible market practice information and is responsible for ensuring compliance with applicable legal and regulatory guidelines. The BILH Compensation Committee is composed of independent members of its Board of Trustees In setting compensation, the Compensation Committee relies upon published compensation surveys and studies produced by independent compensation consulting firms that regularly assess executive compensation and benefits of substantially similar organizations. The Compensation Committee meets to review the compensation structure of the individuals described above and at that time reviews the compensation survey details prepared by the independent compensation consulting firm. For some categories of positions, the Compensation Committee will review the compensation structure and targets as a group, rather than by individual. Compensation for the BILH CEO and other senior executives is reviewed on an individual basis. The Compensation Committee then votes to approve the compensation arrangements of all individuals described above EXCEPT for the BILH CEO. The compensation package for the BILH CEO as voted by the Compensation Committee is submitted to the full BILH Board of Trustees for approval. All deliberations for both the Compensation Committee and the Board of Trustees are contemporaneously documented in minutes. The Compensation Committee processes and procedures as described above are designed to meet the requirements of Treasury Regulation Section 53.4958-6(c), Rebuttable Presumption that a Transaction is not an Excess Benefit Transaction.

Part I, Line 4b

The Organization's parent (Exeter Health Resources, Inc.) maintains a split dollar supplemental retirement plan for an executive (listed below with amounts) selected by the Exeter Health Resources, Inc. Board of Trustees. The plan is closed to future participants. The Plan provides for annual payments of premiums for life insurance policies insuring the listed individual. Those life insurance premiums are collaterally assigned to the corporation and any excess accumulated value in the policies (net of accumulated premium payments which are returned to the organization upon the executive attaining the age of 70 or at the death of the participant) is available to be paid to the participant once vested at age 62 and upon retirement from the Organization. Note that the split-dollar arrangement is part of an employee benefit program and economically not a direct extension of credit. Furthermore, the reportable compensation of the respective employee includes the annual value of the life insurance provided. Life insurance premium payments during tax year: Kevin J. Callahan $299,869 Excess Accumulated Value: Kevin J. Callahan $4,563,192 BILH and its affiliates maintain certain supplemental non-qualified retirement plans. During the period covered by this filing, one or more individuals listed in this Form 990, Schedule J, Compensation Information, may have participated in one or more of the following plans, which under the definition to this Form 990 are supplemental nonqualified plans: Beth Israel Deaconess Medical Center Executive Retirement Program, Beth Israel Lahey Health, Inc. Supplemental Executive Retirement Plan, Lahey Clinic Foundation, Inc. 457(f) Nonqualified Deferred Compensation Plan for Certain Physicians, Senior Management and Defined Medical Staff, The Jordan Health Systems, Inc. 457(f) Deferred Compensation Plan. In addition, during the period covered by this filing, one or more individuals listed in this Form 990, Schedule J, Compensation Information, may have participated in one or more of these additional IRC 457(b) plans and benefits from participating in one of these plans is also reported in this Form 990: Beth Israel Deaconess Medical Center 457(b) Plan, Beth Israel Lahey Health, Inc. 457(b) Deferred Compensation plan, Exeter Health Resources, Inc. 457(b) Retirement Savings Plan These plans are non-qualified deferred compensation plans and pursuant to the plans, eligible employees receive certain retirement benefits. Amounts received by participants, deferred by participants and the change in value of the plan benefits related to these participants'' accounts are included in Form 990 Schedule J, Part II, Column B(iii), Other Reportable Compensation and/or Form 990, Schedule J, Part II, Column C, Deferred Compensation in accordance with the instructions to this Form 990. Additional information is included with the Explanatory Notes to Schedule J below.

Part I, Line 7

Exeter Med Real does not itself pay any non-fixed payments to any officers, directors, trustees, key employees, or highly compensated employees. However, some of the individuals reported in this Form 990 Schedule J were employed at Beth Israel Lahey Health during the calendar year 2022, which is the period for which compensation is reported in this return. As noted above, the BILH Compensation Committee establishes the policies and the compensation structure, including benefits, for the Beth Israel Lahey Health network of affiliates including the BILH Chief Executive Officer as well as other members of senior management at BILH and its affiliates. The Compensation Committee is responsible for assuring that the total compensation provided to these individuals is fair and reasonable using current and credible market practice information and is responsible for ensuring compliance with applicable legal and regulatory guidelines. The BILH Compensation Committee is composed of independent members of its Board of Trustees. During the 2022 calendar year, BILH maintained executive compensation packages which included opportunities to earn incentive compensation based on a combination of various factors, including but not limited to, meeting or exceeding the employing entity's objectives for quality and patient safety, budgeted consolidated operating margin, and meeting individual goals and objectives. In each case, incentive compensation was reviewed and approved by the compensation committee, and for the BILH CEO as noted above, the full BILH Board of Trustees. Additional information is included in the Explanatory Notes to this Schedule J.

Form 990, Schedule J, Part II:

As noted throughout this filing, as of July 1, 2023, Beth Israel Lahey Health (BILH) became the sole Member of Exeter Health Resources, Inc. (EHRI). Accordingly, various persons who serve as directors, trustees, officers, key employees, or highly compensated employees of Exeter Med Real may be compensated by a related organization affiliated with EHRI or BILH. Such persons' compensation, if any, is based on their roles held and services performed with and for the applicable related organization. Exeter Med Real itself does not maintain employees or pay any compensation directly, though employees within entities affiliated with EHRI or BILH may from time-to-time provide services to Exeter Med Real and effectively function as "key employees" of the Organization. For additional information regarding the compensation and benefits of the individuals listed on this Form 990, Part VII, please refer to the explanatory notes included on this Form 990, Schedule J.

Form 990, Schedule J, Additional Explanatory Notes (Part 1):

Directors and Trustees Serve Without Compensation: All Directors/Trustees serve without compensation or benefits. Compensation paid to Officers, Directors/Trustees or Key Employees was earned for work performed in a capacity other than that of Director/Trustee, as denoted by the listed titles in the notes below. Reporting Period: As required by Form 990, compensation reported in the filing for the fiscal year ended September 30, 2023, is calendar year 2022 compensation. Compensation Sources: Compensation reported for individuals may include compensation paid by the reporting entity, an affiliate of the reporting entity, and, in some cases, unrelated entities, as required by Form 990. Reportable Compensation: Reportable Compensation listed in Form 990, Part VII, includes Base Compensation, Incentive Compensation, and Other Reportable Compensation, as reported in Form 990, Schedule J. Other Compensation: Other Compensation listed in Form 990, Part VII, includes Deferred Compensation and Non-taxable Benefits as reported in Form 990, Schedule J. Base Compensation: Amounts not otherwise separately noted in this return but quantified in Base Compensation include amounts from one or more of the following items: ordinary wages, and employee deferrals to a 401(k) and/or a 403(b) plan. Other Reportable Compensation: Amounts not otherwise separately noted in this return but quantified in Other Reportable Compensation include amounts from one or more of the following items: taxable employer subsidized parking; taxable life, disability, or long-term care insurance. Deferred Compensation: Amounts not otherwise separately noted but quantified in deferred compensation include amounts from one or more of the following items: employer contributions to 401(k) retirement plans, employer contributions to 403(b) retirement plans, employer contribution to pension plans and/or the change in actuarial value of the pension plan benefit Non-taxable Benefits: Amounts not otherwise separately noted but quantified in non-taxable benefits include, among other things, amounts from one or more of the following non-taxable benefits: employee contributions to health insurance, employer contributions to health insurance, employee contributions to flexible spending accounts for dependent care and/or medical reimbursement, adoption assistance, tuition assistance pursuant to an employer plan, group term life insurance, disability insurance. Additional individual specific information is included below. Callahan, Kevin J. Unless otherwise noted below, Mr. Callahan held the following positions through July 1, 2023: - Chief Executive Officer, President, and Trustee - Exeter Health Resources, Inc. - Chief Executive Officer, President, and Trustee - Exeter Hospital, Inc. - President, Secretary and Trustee - Exeter Med Real, Inc. - Trustee, System Manager - Core Physicians, LLC - Chair & Trustee (Ex-Officio) - Rockingham Visiting Nurse Assoc & Hospice Although Mr. Callahan served in the positions during the fiscal year ended September 30, 2023, as required in this Form 990, compensation reported here is calendar year 2022 compensation. Base Compensation, Incentive Compensation, Other Reportable Compensation, Deferred Compensation and Non-Taxable Benefits are reported as required in Form 990, Schedule J. Incentive Compensation for Mr. Callahan includes a total of $751,685 which includes a $500,000 milestone payment related to long term service and which vested during the 2022 calendar year. Other Reportable and Deferred Compensation for Mr. Callahan includes combined contributions to, payments from, and change in value of, nonqualified retirement plans in the amount of -$87,358. Included in this amount is an unrealized loss in the amount of $107,858. Other Reportable Compensation for Mr. Callahan also includes $ 6,350 for the personal use of an automobile. Casassa, Allison J. During the fiscal year ended September 30, 2023 and covered by this filing, Ms. Casassa held the following positions until July 1, 2023: - Chief Financial Officer & Treasurer - Exeter Health Resources, Inc. - Chief Financial Officer & Treasurer - Exeter Hospital, Inc. - Trustee - Rockingham Visiting Nurse Assoc & Hospice - Chief Financial Officer & Treasurer - Core Physicians, LLC Effective July 1, 2023, Beth Israel Lahey Health became the sole member of Exeter Health Resources, Inc., which in turn serves as the sole member of Exeter Hospital, Exeter Med Real, and additional affiliates. As of that date Ms. Casassa assumed the following positions: - Assistant Treasurer (Ex-Officio) & Chief Financial Officer - Exeter Health Resources, Inc. - Assistant Treasurer (Ex-Officio) & Chief Financial Officer - Exeter Hospital, Inc. - Chief Financial Officer, Trustee, Treasurer - Exeter Med Real, Inc. - Chief Financial Officer, Treasurer (Ex-Officio) - Core Physicians, LLC - Trustee - Rockingham Visiting Nurse Assoc & Hospice As required in this Form 990, compensation reported here is calendar year 2022 compensation. Base Compensation, Incentive Compensation, Other Reportable Compensation, Deferred Compensation and Non-Taxable Benefits are reported as required in Form 990, Schedule J. Other Reportable and Deferred Compensation for Ms. Casassa includes combined contributions to, and change in value of, nonqualified retirement plans in the amount of -$5,760. Included in this amount is an unrealized loss of $22,710, which impacted her nonqualified benefit and a $15,250 accrual of benefits. Bonus and Incentive includes a milestone payment in the amount of $77,952. Other Reportable Compensation includes payments for a PTO cash-out in the amount of $22,486. Cresta, Debra During the fiscal year ended September 30, 2023, and covered by this filing, Ms. Cresta held the following positions until July 1, 2023: - Chief Operation Officer - Exeter Health Resources, Inc. - Trustee - Rockingham Visiting Nurse Assoc & Hospice - Assistant Secretary - Core Physicians Effective July 1, 2023, Beth Israel Lahey Health became the sole member of Exeter Health Resources, Inc., which in turn serves as the sole Member of Exeter Hospital, Exeter Med Real, and additional affiliates. As of that date, Ms. Cresta assumed the following positions: - Trustee (Ex-Officio) & President - Exeter Health Resources, Inc. - President & Trustee (Ex-Officio) - Exeter Hospital, Inc. - President, Trustee & Secretary - Exeter Med Real, Inc. - System Manager & Trustee - Core Physicians, LLC - Chair & Trustee - Rockingham Visiting Nurse Assoc & Hospice As required in this Form 990, compensation reported here is calendar year 2022 compensation. Base Compensation, Incentive Compensation, Other Reportable Compensation, Deferred Compensation and Non-Taxable Benefits are reported as required in Form 990, Schedule J. Bonus and Incentive Compensation includes a milestone payment in the amount of $100,548. Other Reportable Compensation includes PTO cashed out in the amount of $4,834. Other Reportable and Deferred Compensation for Ms. Cresta includes combined contributions to, and change in value of, nonqualified retirement plans in the amount of -$8,276. Included in the amount is an unrealized loss of $44,016, which impacted her nonqualified benefit. Garganta, Aaron - Senior Director Eng and Physical Environment - Exeter Hospital - Senior Director Eng and Physical Environment - Exeter Med Real, Inc. Incentive Compensation for Mr. Garganta includes a $17,922 milestone payment. Other Reportable Compensation includes payments for a PTO cash-out in the amount of $13,786. Gingras, Kelly L. - Trustee - Exeter Med Real, Inc. - Vice President, Accounting and Finance - Exeter Health Resources, Inc. Bonus and Incentive Compensation includes a milestone payment in the amount of $41,615. Other Reportable Compensation includes PTO cashed out in the amount of $13,005. Other Reportable and Deferred Compensation for Ms. Gingras includes combined contributions to, and change in value of, nonqualified retirement plans in the amount of $1,442. Whitney, Mark - Vice President, Strategic Community Relations, Marketing and Advancement - Exeter Health Resources, Inc. - Trustee - Exeter Med Real, Inc. Incentive Compensation for Mr. Whitney includes a $70,390 milestone payment. Other Reportable and Deferred Compensation for Mr. Whitney includes combined contributions to, and change in value of, nonqualified retirement plans in the amount of -$8,176. Included in the amount is an unrealized loss of $9,876.