Form 990 for tax year 2022

Functional expenses

Part IX, the statement of functional expenses.

• 24a · Other expenses: MANAGEMENT SERVICES

  total $53,021,893 · program services $53,021,893

• 24b · Other expenses: MANAGEMENT FEE

  total -$53,021,893 · program services -$53,021,893

The filer's explanations (Part III)

PART I, LINE 3

THE MEMBERS OF THE BOARD OF DIRECTORS THAT ARE COMPENSATED BY THE SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC., (SCL HEALTH) ARE KYLE ENGMAN, LYDIA JUMONVILLE, JAMESON SMITH, AND JAMES VALIN, MD. COMPENSATION FOR THE OFFICERS AND SENIOR MANAGEMENT IS MANAGED BY THE INTERMOUNTAIN HEALTH CARE, INC. BOARD COMPENSATION COMMITTEE (COMMITTEE) ON BEHALF OF SCL HEALTH AND ALL OF ITS AFFILIATES. THE COMMITTEE REVIEWS AND APPROVES COMPENSATION ARRANGEMENTS OF THE OFFICERS AND SENIOR MANAGEMENT AND MAKES RECOMMENDATIONS TO INTERMOUNTAIN HEALTH CARE, INC.'S BOARD FOR APPROVAL OF ANY CHANGES TO COMPENSATION FOR THE OFFICERS AND SENIOR MANAGEMENT. THE COMMITTEE'S REVIEW IS CONDUCTED IN A MANNER THAT IS INTENDED TO QUALIFY FOR THE REBUTTABLE PRESUMPTION OF REASONABLENESS UNDER THE INTERMEDIATE SANCTIONS RULES OF INTERNAL REVENUE CODE SECTION 4958. THE COMMITTEE CONDUCTS THE REVIEW WITH THE ASSISTANCE OF AN EXPERIENCED AND INDEPENDENT COMPENSATION CONSULTING FIRM THAT HAS DEEP NATIONAL EXPERTISE IN HEALTH SYSTEMS' EXECUTIVE COMPENSATION PROGRAMS AND LEVELS. THE COMMITTEE OBTAINS AND RELIES UPON CURRENT, COMPARABLE MARKET DATA FOR PEER ORGANIZATIONS PRIOR TO MAKING COMPENSATION RELATED DECISIONS. THE INFORMATION REVIEWED INCLUDES COMPENSATION LEVELS PAID BY SIMILARLY SITUATED ORGANIZATIONS FOR FUNCTIONALLY COMPARABLE POSITIONS, THE AVAILABILITY OF SIMILAR SERVICES IN THE GEOGRAPHIC AREA SERVED BY INTERMOUNTAIN HEALTH CARE, INC. AND CURRENT COMPENSATION SURVEYS COMPILED BY AN INDEPENDENT FIRM. CONSISTENT WITH THE PAY PHILOSOPHY SET BY INTERMOUNTAIN HEALTH CARE, INC.'S BOARD, THE COMMITTEE EMPHASIZES THE IMPORTANCE OF ENSURING TOTAL REMUNERATION IS REASONABLE AND APPROPRIATE WHEN REVIEWING AND MAKING RECOMMENDATIONS WITH RESPECT TO COMPENSATION PACKAGES FOR THE OFFICERS AND SENIOR MANAGEMENT. AS PART OF THE REVIEW PROCESS, INTERMOUNTAIN HEALTH CARE, INC. USES THE FOLLOWING IN ESTABLISHING THE COMPENSATION OF OFFICERS AND SENIOR MANAGEMENT. 1) COMPENSATION COMMITTEE 2) INDEPENDENT COMPENSATION CONSULTANT 3) FORM 990 OF OTHER ORGANIZATIONS 4) WRITTEN EMPLOYMENT CONTRACTS 5) COMPENSATION SURVEYS AND STUDIES 6) APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE THE ITEMS LISTED ABOVE SUPPORT THE COMPENSATION COMMITTEE'S EFFORTS TO ENSURE THAT THE LEVEL OF COMPENSATION PROVIDED TO ITS OFFICERS AND SENIOR MANAGEMENT IS REASONABLE, APPROPRIATE AND CONSISTENT WITH THE PAY PHILOSOPHY SET BY THE BOARD. THE MEMBERS OF THE BOARD OF DIRECTORS COMPENSATED BY NATIONAL JEWISH HEALTH ARE KEVIN BROWN, MD, CHRISTINE FORKNER, AND MICHAEL SALEM, MD. NATIONAL JEWISH HEALTH EXECUTIVE COMPENSATION DECISIONS ARE MADE BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS. THE COMMITTEE RELIES ON THE REPORT OF AN INDEPENDENT COMPENSATION CONSULTANT WHICH INCLUDES INDEPENDENT DATA FOR SIMILARLY QUALIFIED INDIVIDUALS IN COMPARABLE POSITIONS AT SIMILARLY SITUATED ORGANIZATIONS. CONTEMPORANEOUS DOCUMENTATION IS MAINTAINED ON COMMITTEE DELIBERATIONS AND DECISIONS.

PART I, LINE 4B

THE MEMBERS OF THE BOARD OF DIRECTORS THAT ARE COMPENSATED BY THE SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC., (SCL HEALTH) ARE KYLE ENGMAN, LYDIA JUMONVILLE, JAMESON SMITH, AND JAMES VALIN, MD. AS SUCH, THE FOLLOWING DISCLOSURES APPLY TO THEM: A RELATED ORGANIZATION PROVIDES NONQUALIFIED DEFERRED COMPENSATION PLANS (NQDC) KNOWN AS SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM (SERP) FOR EXECUTIVES (SENIOR MANAGEMENT) TO COMPENSATE FOR REGULATORY IMPOSED LIMITATIONS IN QUALIFIED RETIREMENT PLANS AND TO PROVIDE A BENEFIT CONSISTENT WITH OTHER NOT FOR PROFIT HEALTH SYSTEMS. THESE PLANS ENABLE THE EXECUTIVE TO EARN BENEFITS DURING EACH YEAR THAT THEY PARTICIPATE. IN 2014, IN AN EFFORT TO REDUCE LONG-TERM COST AND HAVE GREATER CONTROL OVER FINANCIAL RISK, THE SERP WAS CONVERTED FROM A DEFINED BENEFIT (DB) TO A DEFINED CONTRIBUTION (DC) DESIGN. CERTAIN MEMBERS OF SENIOR MANAGEMENT WHOSE BENEFITS WERE CONVERTED FROM DB TO DC WOULD HAVE BEEN DISPROPORTIONATELY AND NEGATIVELY AFFECTED BY THE CHANGE, SO THE COMMITTEE DETERMINED IT WOULD BE APPROPRIATE TO GRANT "TRANSITION CREDITS" IN ORDER TO MITIGATE THE NEGATIVE IMPACT OF THE CHANGE ON THEIR RETIREMENT BENEFITS. THIS IS A COMMON APPROACH EMPLOYED BY OTHER ORGANIZATIONS UNDERGOING A SIMILAR TRANSITION. THE TRANSITION CREDITS VEST IN ACCORDANCE WITH THE TERMS OF THE DC SERP (I.E., AFTER THREE YEARS) AND ARE PAID TO THE EXECUTIVE UPON VESTING. NQDC SERP PLANS PRIOR TO 2014 PRIOR TO 2014, THE RELATED ORGANIZATION'S NQDC SERP PLAN PROVIDED A BENEFIT TO ELIGIBLE PARTICIPANTS BASED ON A PERCENTAGE OF THEIR BASE COMPENSATION. THE VESTING PERIOD IS 5 YEARS OR WHEN THE PARTICIPANT IS AGE 65 OR OLDER. THERE WERE NO CONTRIBUTIONS TO THIS PLAN AFTER DECEMBER 31, 2013. FOR AMOUNTS CONTRIBUTED TO THE NQDC SERP PLAN PRIOR TO 2014, VESTED AMOUNTS ARE PAYABLE UPON THE END OF EMPLOYMENT. THE VESTED AMOUNTS WITHDRAWN INCLUDE AMOUNTS PREVIOUSLY TAXED TO THE RECIPIENT AND AMOUNTS TAXABLE TO THE RECIPIENT IN THE CURRENT YEAR. THE TAXABLE AMOUNTS ARE INCLUDED ON THE RECIPIENT'S W-2. ANY DISTRIBUTIONS FROM THIS PLAN ARE REPORTED BELOW. IN 2019, THE RELATED ORGANIZATION CONSOLIDATED FOUR NON QUALIFED DEFERRED COMPENSATION PLANS INTO ONE PLAN. AS PART OF THIS EFFORT, ALL VESTED BALANCES FROM THE SERP PLANS PRIOR TO 2014 WERE PAID TO THE PARTICIPANTS IN 2020. THERE ARE NO REMAINING PARTICIPANTS IN THE LEGACY PLANS. NQDC SERP PLANS STARTING IN 2014 STARTING IN 2014, THE RELATED ORGANIZATION'S NQDC SERP PLAN PROVIDED A BENEFIT TO ELIGIBLE PARTICIPANTS BASED ON A PERCENTAGE OF THEIR BASE COMPENSATION. THE VESTING PERIOD IS ROLLING 3 YEARS OR WHEN THE PARTICIPANT IS AGE 65 OR OLDER. THERE WERE NO CONTRIBUTIONS TO THIS PLAN BEFORE JANUARY 1, 2014. ANY DISTRIBUTIONS FROM THIS PLAN ARE REPORTED BELOW. STARTING IN 2014, FOR CONTRIBUTIONS TO THE NQDC SERP PLAN, CERTAIN PARTICIPANTS ARE VESTED OR BECAME VESTED IN THE PLAN DURING 2022. VESTED AMOUNTS ARE PAYABLE TO THE RECIPIENT. THE VESTED AMOUNTS ARE TAXABLE TO THE RECIPIENT IN THE CURRENT YEAR. THE TAXABLE AMOUNTS ARE INCLUDED ON THE RECIPIENT'S W-2. THE AMOUNTS WITHDRAWN FROM THE NQDC SERP PLANS IN 2022 WERE: KYLE ENGMAN - $33,875, LYDIA JUMONVILLE - $382,586, JAMESON SMITH - $72,440, AND JAMES VALIN, MD - $98,880. IN ACCORDANCE WITH THE REQUIREMENTS OF SCHEDULE J, DEFERRED COMPENSATION EARNED OVER THE VESTING PERIOD IS REPORTED IN COLUMN C AND ANY AMOUNTS VESTED/PAID FROM A DEFERRED COMPENSATION PLAN ARE REPORTED IN COLUMN B(III). THUS, THE SAME AMOUNT WOULD BE REPORTED TWICE (FIRST WHEN IT ACCRUED DURING THE VESTING PERIOD AND AGAIN WHEN IT IS VESTED/PAID). THIS RESULTS IN THE APPEARANCE OF CERTAIN EXECUTIVES RECEIVING MORE THAN THEY ARE ACTUALLY PAID FROM THE DEFERRED COMPENSATION PLANS. COLUMN F IS INTENDED TO RECONCILE THIS DUPLICATION (BY REPORTING AMOUNTS INCLUDED IN COLUMN B(III) THAT HAD BEEN REPORTED AS DEFERRED COMPENSATION ON A SCHEDULE J FOR A PREVIOUS YEAR). HOWEVER, THE SIGNIFICANCE OF THE AMOUNTS LISTED IN COLUMN F IS OFTEN OVERLOOKED AND GIVEN THE COMPLEXITY OF THE SCHEDULE J REPORTING REQUIREMENTS, THE AMOUNTS SHOWN ARE EASILY MISUNDERSTOOD. TO DETERMINE TOTAL AMOUNT EARNED (RATHER THAN THE AMOUNT VESTED/PAID OUT) DURING THE YEAR, SUBTRACT THE AMOUNT IN COLUMN F FROM COLUMN E.

PART I, LINE 7

OTHER NON-FIXED PAYMENTS THE MEMBERS OF THE BOARD OF DIRECTORS THAT ARE COMPENSATED BY THE SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC., (SCL HEALTH) ARE KYLE ENGMAN, LYDIA JUMONVILLE, JAMESON SMITH, AND JAMES VALIN, MD. AS SUCH, THE FOLLOWING DISCLOSURES APPLY TO THEM: THE AT-RISK COMPENSATION (ARC) PLAN WAS ESTABLISHED TO ENABLE SCL HEALTH TO ATTRACT AND ENGAGE QUALIFIED LEADERS AND TO PROVIDE SUCH LEADERS WITH AN ADDITIONAL PERFORMANCE COMPENSATION OPPORTUNITY TO PROMOTE AND FURTHER ITS CHARITABLE MISSION AND STRATEGIC IMPERATIVES. THE PLAN OPERATES ON A CALENDAR-YEAR BASIS AND AWARD OPPORTUNITIES ARE A PERCENTAGE OF LEADERS' BASE PAY AS DETERMINED BY THEIR MANAGEMENT LEVEL AT SCL HEALTH. ACTUAL AWARDS WILL BE PAID OUT BASED ON ATTAINMENT OF SELECTED SCL HEALTH BOARD-APPROVED GOALS, INCLUDING EBIDA (EARNINGS BEFORE INTEREST, DEPRECIATION AND AMORTIZATION), STEWARDSHIP, QUALITY, PATIENT AND ASSOCIATE SAFETY, AND PATIENT EXPERIENCE AND FULFILLMENT OF OUR MISSION. AWARDS ARE BASED ON THE BOARD'S DETERMINATION ON HOW WELL THE HEALTH CARE SYSTEM PERFORMS RELATIVE TO THE PLAN'S STATED PERFORMANCE STANDARDS AND THE WEIGHT GIVEN TO EACH OF THE PERFORMANCE MEASURES AS DEFINED FOR THAT PLAN YEAR. THE AT RISK COMPENSATION PLAN SHALL BE INTERPRETED, APPLIED AND ADMINISTERED AT ALL TIMES IN ACCORDANCE WITH CODE SECTION 409A AND GUIDANCE ISSUED THEREUNDER. THE HEALTH CARE SYSTEM RESERVES THE RIGHT TO AMEND OR TERMINATE THIS PLAN AT ANY TIME FOR ANY REASON.

Related partnerships

Part III: related organizations taxable as a partnership, with the filer's share.

• SCLH-GI ENDOSCOPY HOLDINGS LLC

  OP ENDOSCOPY · CO

• SCLTDI JV LLC

  RADIOLOGY · DE

• ATHLETIC MEDICINE & PERFORMANCE LLC (SVB IS PARTNER)

  PHYSICAL THERAPY · MT

• SUMMIT SURGERY CENTER LLC

  OP SURGERY · MT

• GRAND VALLEY SURGICAL CENTER LLC

  OP SURGERY · CO

• HEALTHCARE MANAGEMENT LLC

  MANAGEMENT SERVICES · CO

• MONUMENT HEALTH LLC

  HEALTH CARE NETWORK · CO

• PAVILION IMAGING LLC

  RADIOLOGY · CO

• SAN JUAN CANCER CENTER LLC

  OP CANCER · CO

• CAREFLIGHT OF THE ROCKIES LLC

  MEDICAL AIR TRANSPORT · CO

• MED-MAP LLC

  RENTAL REAL ESTATE · MT

• YELLOWSTONE SURGERY CENTER LLC

  OP SURGERY · MT

• GALLATIN VALLEY SURGERY CENTER LLC

  OP SURGERY · MT

• FIRST FLIGHT OF WYOMING LLC

  MEDICAL AIR TRANSPORT · CO

• MCKAY DEE SURGICAL CENTER LLC

  OP SURGERY · UT

• GRANDEUR PEAK INTERNATIONAL STALWARTS LP

  INVESTMENTS · DE

• INNOVATION FUND HOLDINGS COMPANY LLC

  INNOVATION · DE

• HEALTHBOX SALT LAKE CITY I LLC

  INNOVATION · DE

• INTERMOUNTAIN VENTURES FUND LLC

  INVESTMENTS · DE

• PELION OPPORTUNITY FUND III LLC

  INVESTMENTS · DE

• AACP KOREA BUYOUT INVESTORS II LP

  INVESTMENTS · CJ

• AACP SPECIAL SITUATIONS II LP

  INVESTMENTS · CJ

• AACP KOREA BUYOUT INVESTORS IV LP

  INVESTMENTS · CJ

• LOGAN SURGERY CENTER LLC

  OP SURGERY · UT

• ST GEORGE SURGERY CENTER LLC

  OP SURGERY · UT

• SALTZER ASC TEN MILE LLC

  OP SURGERY · ID

• NORTHPOINTE SURGICAL CENTER LLC

  OP SURGERY · UT

• HW AE CO-INVESTMENT PARTNERS LP

  INVESTMENTS · DE

• PERFORMANCE EQUITY GROWTH OPPORTUNITIES FUND LP

  INVESTMENTS · DE

• MURRAY SURGERY CENTER LLC

  OP SURGERY · UT

• PROVO SURGERY CENTER LLC

  OP SURGERY · UT

• SARATOGA SPRINGS SURGERY CENTER LLC

  OP SURGERY · UT

• PARK CITY SURGERY CENTER LLC

  OP SURGERY · UT

• PARK CITY SURGICAL CENTER REAL ESTATE LLC

  OP SURGERY · UT

• CDHC 3 LLC

  INVESTMENTS · UT

• ARK GLOBAL EMERGING COMPANIES LP

  INVESTMENTS · UT

Related corporations and trusts

Part IV: related organizations taxable as a corporation or trust.

• CARITAS INC AND SUBSIDIARIES

  C · HEALTHCARE · KS

• WEST END ASSOCIATION INC

  C · REAL ESTATE MANAGEMENT · MT

• LEAVEN INSURANCE COMPANY LTD

  C · INSURANCE · CJ

• ROCKY MOUNTAIN ACCOUNTABLE HEALTH NETWORK INC

  C · HEALTHCARE · MT

• SELECTHEALTH BENEFIT ASSURANCE COMPANY

  C · DELIVERY OF HEALTH BENEFITS · UT

• HEALTHCARE CAPTIVE INSURANCE COMPANY

  C · INSURANCE · AZ

• NAVICAN GENOMICS INC

  C · CANCER TREATMENT · DE

• ALLUCEO INC

  C · MENTAL HEALTH INTEGRATION SERVICES · DE

• SALTZER MEDICAL GROUP INC

  C · MEDICAL SERVICES · ID

• CLASSIC MEDICAL INC

  C · AIRCRAFT HOLDING COMPANY · UT

• CLASSIC HELICOPTERS INC

  C · AIRCRAFT HOLDING COMPANY · UT

• CULMINATION BIO INC

  C · BIOREPOSITORY · DE