Form 990 for tax year 2024

The filer's explanations (Part III)

SCHEDULE J, PART I, LINE 3 ARRANGEMENT USED TO ESTABLISH THE TOP MANAGEMENT OFFICIAL'S COMPENSATION

THE CEO OF WEST KENDALL BAPTIST HOSPITAL IS COMPENSATED BY BAPTIST HEALTH SOUTH FLORIDA (BHSF), A RELATED ORGANIZATION. THE DETERMINATION OF THE COMPENSATION OF THE CEO FOLLOWS THE SAME PROCESS DELINEATED HEREIN. THE BYLAWS OF WEST KENDALL BAPTIST HOSPITAL DELEGATE THE AUTHORITY TO SET EXECUTIVE COMPENSATION TO BHSF. BHSF'S COMPENSATION COMMITTEE IS COMPRISED EXCLUSIVELY OF INDEPENDENT BOARD MEMBERS WHO SERVE VOLUNTARILY WITHOUT ANY REMUNERATION, AND WHO MUST ADHERE TO A STRINGENT CONFLICT OF INTEREST POLICY THAT PRECLUDES THEM OR THEIR FAMILIES FROM DOING BUSINESS WITH BAPTIST HEALTH. THE COMMITTEE IS RESPONSIBLE FOR REVIEWING THE PERFORMANCE AND APPROVING THE COMPENSATION FOR EXECUTIVES. THE TERM "COMPENSATION" INCLUDES SALARIES, BENEFITS AND INCENTIVES. THE COMPENSATION COMMITTEE ANNUALLY ENGAGES A NATIONALLY-RECOGNIZED, INDEPENDENT CONSULTANT TO CONDUCT COMPENSATION SURVEYS AND TO ADVISE THE BOARD ON COMPENSATION POLICIES. THE COMPENSATION COMMITTEE DECISIONS ARE BASED ON THE FOLLOWING: 1.TOTAL COMPENSATION PACKAGE: RECRUITMENT AND RETENTION OF CAPABLE, PRODUCTIVE EXECUTIVES IS ACCOMPLISHED THROUGH DESIGN OF A TOTAL COMPENSATION PACKAGE THAT INCLUDES A BASE SALARY, AT-RISK INCENTIVE PAY, AND BENEFITS. IT IS THE OBJECTIVE OF BAPTIST HEALTH TO ENSURE A CONSISTENT COMPENSATION PHILOSOPHY ACROSS ALL EMPLOYEE AND LEADERSHIP LEVELS THAT REWARDS OUTSTANDING PERFORMANCE USING A CASH PLUS EMPLOYEE BENEFITS PACKAGE TARGETING THE 75TH PERCENTILE. BASE SALARIES OF FULLY PRODUCTIVE EXECUTIVES ARE INDEXED TO THE MEDIAN (50TH PERCENTILE) SALARY PAID BY SIMILAR HEALTHCARE ORGANIZATIONS. INCENTIVE PAY FOR SUPERIOR ACHIEVEMENT PROVIDES THE OPPORTUNITY FOR TOTAL CASH COMPENSATION AT THE 75TH PERCENTILE OF THE EXECUTIVE'S PEER GROUP IF THE EXECUTIVE EXCEEDS HIS/HER PERFORMANCE METRICS. 2. PERFORMANCE-BASED SALARY INCREASES: ONE OF THE KEY ELEMENTS OF BAPTIST HEALTH'S EXECUTIVE COMPENSATION PHILOSOPHY IS "PAY FOR PERFORMANCE." SALARY INCREASES ARE BASED UPON THE DEGREE TO WHICH EACH EXECUTIVE ACHIEVES HIS/HER INDIVIDUAL PERFORMANCE OBJECTIVES FOR THE YEAR, WHICH ARE TIED TO CORPORATE OBJECTIVES. GENERALLY THESE OBJECTIVES RELATE TO CLINICAL QUALITY; PATIENT, PHYSICIAN AND COMMUNITY SATISFACTION; CHARITY CARE AND MISSION GOALS; FINANCIAL PERFORMANCE AND EXPENSE MANAGEMENT. INDIVIDUAL AND GROUP PERFORMANCE AGAINST THESE OBJECTIVES IS REVIEWED BY THE COMPENSATION COMMITTEE AND BOARD OF TRUSTEES ANNUALLY AFTER THE CLOSE OF THE FISCAL YEAR. 3. MARKET-BASED SALARY INCREASES: THE BOARD'S COMPENSATION COMMITTEE REVIEWS THE MARKET VALUE OF EXECUTIVE POSITIONS ANNUALLY TO ASSURE THAT BAPTIST HEALTH'S PAY LEVELS ARE COMPETITIVE. THE INDEPENDENT CONSULTANT, SELECTED BY THE COMPENSATION COMMITTEE, OBTAINS EXECUTIVE SALARY INFORMATION FOR FUNCTIONALLY COMPARABLE POSITIONS AT HEALTHCARE INSTITUTIONS OF COMPARABLE SIZE WITHIN FLORIDA AND THE UNITED STATES. BAPTIST HEALTH'S PEER GROUP IS COMPRISED OF OTHER COMPLEX NOT-FOR-PROFIT HOSPITAL SYSTEMS OF SIMILAR SIZE. THE PEER GROUP DOES NOT INCLUDE FOR-PROFIT HOSPITALS, WHOSE COMPENSATION PRACTICES ARE FAR MORE GENEROUS (AND INCLUDE SUCH THINGS AS STOCK OPTIONS AND EQUITY/OWNERSHIP INTERESTS). 4. NO GUARANTEED SALARY INCREASES: THERE IS NO GUARANTEE OF ANNUAL EXECUTIVE SALARY INCREASES. SALARY INCREASES DEPEND UPON THE ORGANIZATION'S ABILITY TO PAY, THE EXECUTIVE'S SALARY IN RELATION TO THE MARKET, THE EXECUTIVE'S PERFORMANCE LEVEL, AND INTERNAL PAY RELATIONSHIPS TO PEERS. 5. AT-RISK INCENTIVE PAY: KEY EXECUTIVES WHO CONTROL SIGNIFICANT ASSETS OR WHO HAVE A MAJOR IMPACT ON OPERATIONS MAY EARN INCENTIVE PAY. THE PURPOSE OF INCENTIVE PAY IS TO FOCUS EXECUTIVE ACTION ON KEY "PERFORMANCE THRESHOLDS CORPORATE GOALS THAT ARE APPROVED BY THE BOARD'S COMPENSATION COMMITTEE. THE ACHIEVEMENT OF THESE GOALS REQUIRES EXTRAORDINARY EFFORT, COMMITMENT AND ACHIEVEMENT. THE INCENTIVE COMPONENT OF THE EXECUTIVE'S TOTAL COMPENSATION IS VARIABLE AND TOTALLY AT RISK, DEPENDING UPON THE ACHIEVEMENT OF THE AGREED-UPON GOALS. 6. PERQUISITES: BAPTIST HEALTH EXECUTIVES ARE PROVIDED WITH A COMMON SET OF PERQUISITES THAT ARE TYPICAL OF OTHER RESPONSIBLE NOT-FOR-PROFIT ORGANIZATIONS TO ENABLE THEM TO MORE EFFECTIVELY CONDUCT THEIR BUSINESS. THESE BENEFITS ARE DEEMED BY THE COMPENSATION COMMITTEE TO BE APPROPRIATE AND CONSERVATIVE. PERQUISITES ARE GENERALLY LIMITED TO AUTO AND CELL PHONE ALLOWANCES WHICH ARE FULLY TAXABLE TO THE EXECUTIVE. OTHER PERQUISITES PROVIDED TO EXECUTIVES, SUCH AS PAID TIME OFF OR REIMBURSEMENT FOR RELEVANT EDUCATIONAL EXPENSES, ARE OFFERED TO ALL EMPLOYEES IN ACCORDANCE WITH ENTERPRISE-WIDE POLICIES AND PROCEDURES. BUSINESS TRAVEL FOR EXECUTIVES ON COMMERCIAL AIRLINES IS LIMITED TO COACH FARES (AN UPGRADE TO THE NEXT AVAILABLE CLASS OF SERVICE, E.G., BUSINESS CLASS, MAY BE PERMITTED WHEN THE FLIGHT DURATION IS IN EXCESS OF FIVE HOURS OR AN OVERNIGHT ACCOMMODATION CAN BE AVOIDED). CHARTERED PLANE TRAVEL, SPOUSAL TRAVEL, LUXURY RESIDENCES FOR PERSONAL USE, HEALTH, AND PERSONAL SERVICES (SUCH AS MAID, CHAUFFEUR, CHEF, LANDSCAPER) ARE NOT PROVIDED (OR REIMBURSED) TO BAPTIST HEALTH EXECUTIVES.

SCHEDULE J, PART I, LINE 4B SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN

AS PART OF THE BAPTIST HEALTH SOUTH FLORIDA EXECUTIVE BENEFIT PLAN, EXECUTIVES ARE ELIGIBLE TO ALLOCATE A PORTION OF THEIR FLEXIBLE SPENDING ALLOWANCE TO A SUPPLEMENTAL SURVIVOR ACCUMULATION BENEFIT (SSAB) ACCOUNT. THE SSAB IS A LIFE INSURANCE PRODUCT THAT PROVIDES A DEFERRED RETIREMENT BENEFIT FOR THE EXECUTIVE OR A DEATH BENEFIT FOR THE EXECUTIVE'S SURVIVORS. CONTRIBUTIONS TO THE SSAB MAY BE MADE ANNUALLY TO THE PARTICIPANT'S ACCOUNT. ALL CONTRIBUTIONS ACCUMULATE, ALONG WITH INVESTMENT EARNINGS, FOR THE PERIOD THE EXECUTIVE PARTICIPATES. THE EXECUTIVE DOES NOT HAVE ACCESS TO THE CONTRIBUTIONS MADE OR THE RELATED INVESTMENT INCOME, ALL OF WHICH IS SUBJECT TO SUBSTANTIAL RISK OF FORFEITURE. PURSUANT TO THE SSAB PLAN GUIDELINES, THIS BENEFIT IS TERMINATED UPON AN EXECUTIVE REACHING AGE 65. HOWEVER, PAYMENT CAN BE DEFERRED TO A DATE AT LEAST TWO YEARS AFTER REACHING AGE 65 BUT NO LATER THAN 68. AT THAT TIME THE ENTIRE AMOUNT ACCUMULATED IS PAID OUT IN A LUMP SUM.

SCHEDULE J, PART I, LINE 7 NON-FIXED PAYMENTS

KEY EXECUTIVES WHO CONTROL SIGNIFICANT ASSETS OR WHO HAVE A MAJOR IMPACT ON OPERATIONS MAY EARN INCENTIVE PAY, CAPPED AT A PRE-DETERMINED PERCENTAGE OF THE EXECUTIVE'S BASE SALARY. THE PURPOSE OF INCENTIVE PAY IS TO FOCUS EXECUTIVE ACTION ON KEY "PERFORMANCE THRESHOLDS CORPORATE GOALS THAT ARE APPROVED BY THE BOARD'S COMPENSATION COMMITTEE. THE ACHIEVEMENT OF THESE GOALS REQUIRES EXTRAORDINARY EFFORT, COMMITMENT AND ACHIEVEMENT. THE INCENTIVE COMPONENT OF THE EXECUTIVE'S TOTAL COMPENSATION IS VARIABLE AND TOTALLY AT RISK, DEPENDING UPON THE ACHIEVEMENT OF THE AGREED-UPON GOALS.

SCHEDULE J, PART II, COLUMN (B)(II) EXECUTIVE COMPENSATION

ALL EXECUTIVE COMPENSATION IS REVIEWED AND APPROVED ANNUALLY BY A SYSTEM-WIDE COMPENSATION COMMITTEE WHICH IS COMPRISED OF INDEPENDENT UNCOMPENSATED MEMBERS OF THE BOARD OF TRUSTEES WHO HAVE CERTIFIED THAT THEY HAVE NO CONFLICT OF INTEREST WITH THE ORGANIZATION. REPORTABLE COMPENSATION INCLUDES BASE SALARY AS WELL AS PAYMENTS UNDER A FORMAL INCENTIVE PLAN WHICH REWARDS SUCCESSFUL ACHIEVEMENT OF SYSTEM OBJECTIVES.

Disregarded entities

Part I: entities that legally are the filer and file no return of their own.

• HEALTHY WEST KENDALL LLC

  HEALTHCARE · FL · income $0 · assets $0

  Directly controlled by WKBH

Related partnerships

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

• KENDALL PROFESSIONAL CENTER LIMITED

  N/A · LEASING OFFICE SPACE · FL

  Directly controlled by NA

• BAPTIST SLEEP CENTERS OF SOUTH FLORIDA LLC

  N/A · MEDICAL SERVICES · FL

  Directly controlled by NA

• BAPTIST SURGERY AND ENDOSCOPY CENTERS LLC

  N/A · MEDICAL SERVICES · FL

  Directly controlled by NA

• BAPTIST HEALTH SURGERY CENTER LLC

  N/A · MEDICAL SERVICES · FL

  Directly controlled by NA

• AMSURG BAPTIST NETWORK ALLIANCE LLC

  N/A · HOLDING COMPANY · FL

  Directly controlled by NA

• BAPTIST AMBULATORY ALLIANCE LLC

  N/A · HOLDING COMPANY · FL

  Directly controlled by NA

• HEALTH NETWORK AMBULATORY ALLIANCE LLC

  N/A · HOLDING COMPANY · FL

  Directly controlled by NA

• MEDLEY OPPORTUNITY FUND III LP

  N/A · INVESTMENT IN DEBT · NY

  Directly controlled by NA

• BAPTISTBELMONT CG JV LLC

  N/A · MEDICAL SERVICES · TX

  Directly controlled by NA

• BVBP PURSUIT LLC

  N/A · MEDICAL SERVICES · TX

  Directly controlled by NA

Related corporations and trusts

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

• BAPTIST HEALTH ENTERPRISES INC

  C CORPORATION · REAL ESTATE MANAGEMENT · FL

  Directly controlled by NA

• SAMARITAN RISK RETENTION GROUP

  C CORPORATION · INSURANCE · SC

  Directly controlled by NA

• PINEAPPLE INSURANCE COMPANY

  C CORPORATION · INSURANCE · CJ

  Directly controlled by NA

• BMAB EAST TOWER INC

  C CORPORATION · LEASE OFFICE SPACE · FL

  Directly controlled by NA

• BAPTIST MEDICAL SERVICES CORP

  C CORPORATION · HOLDING COMPANY · FL

  Directly controlled by NA

• SOUTH MIAMI HEALTH ENTERPRISES INC

  C CORPORATION · MEDICAL CENTER · FL

  Directly controlled by NA

• BAPTIST AMBULATORY SERVICES INC

  C CORPORATION · HOLDING COMPANY · FL

  Directly controlled by NA

• BHE REALTY INC

  C CORPORATION · REAL ESTATE BROKER · FL

  Directly controlled by NA

• BAPTIST ANCILLARY SERVICES INC

  C CORPORATION · HOLDING COMPANY · FL

  Directly controlled by NA

• BETHESDA HEALTH PHYSICIAN GROUP INC

  C CORPORATION · PHYSICIAN OFFICES · FL

  Directly controlled by NA

• BETHESDA HOLDING COMPANY INC

  C CORPORATION · HOLDING COMPANY · FL

  Directly controlled by NA

• PALM BEACH CREDIT ADJUSTORS INC

  C CORPORATION · INVESTMENT · FL

  Directly controlled by NA

• BOCACARE INC

  C CORPORATION · PHYSICIAN OFFICES · FL

  Directly controlled by NA

• BAPTIST HEALTH INTERNATIONAL CAYMAN ISLAND LTD

  C CORPORATION · MEDICAL SERVICES · CJ

  Directly controlled by NA