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Nonprofiteer
← FOUNDATION HEALTH SYSTEMS CORP

Form 990 for tax year 2023

Filed by FOUNDATION HEALTH SYSTEMS CORP.

This return was superseded by a later amendment. matched by us It is kept because history is preserved rather than replaced.

What the amendment changed

Compared with the latest return for 2023 , filed 13 December 2024. matched by us Only the Part I totals and the names listed in Part VII are compared. We relate returns by organization, tax year and form, and order them by each return's own timestamp; the filer's own "amended return" checkbox is a separate fact.

Total revenue
$38,638,230 changed to $3,115,168
Total expenses
$26,905,858 changed to $2,567,009
Contributions and grants received
$573,892 changed to $41,667
Program services expenses
$22,587,164 changed to $1,733,315
Management and general expenses
$4,318,694 changed to $833,694
Program service expenses (Part III)
$22,587,164 changed to $1,733,315

Listed only on the earlier return

  • CRESS GOODNIGHT
  • DANIEL GORDON MD
  • FRED HARGETT
  • GEOFFREY GARDNER
  • JEFFREY LEMONS
  • SCOTT MCGRAW MD
  • WALTER HATCHER MD

Listed only on the later return

  • ELWOOD ROBINSON

Listed under a different title

  • CARL ARMATO: TRUSTEE, PRES/CEO NH then TRUSTEE
  • DANIELLE SQUIRES: TRUSTEE then SECR/TREAS (FR 1/1/24)
  • DOUGLAS YOUNG PHD: TRUSTEE, SECR/TREAS then TRUSTEE
  • PAMELA OLIVER MD: TRUSTEE, EVP, PRES PHYS NTWRK then TRUSTEE, EVP

Totals

Total revenue
$38,638,230
Total expenses
$26,905,858
Contributions and grants received
$573,892
Grants paid
$0
Program services expenses (Part IX)
$22,587,164
Management and general expenses
$4,318,694
Fundraising expenses
$0
Program service expenses (Part III)
$22,587,164

Program services were 83.9% of total expenses calculated — Part IX's program-services column over total expenses, both as filed.

Listed in Part VII

  • CARL ARMATO

    TRUSTEE, PRES/CEO NH

    Total calculated
    $7,026,721
    From this org
    $0
    From related orgs
    $5,820,530
    Other
    $1,206,191
    Hours/week
    0.2 + 50 related

    Schedule J breakdown matched by us

    Base
    $0 + $2,316,664 related
    Bonus
    $0 + $2,052,150 related
    Other
    $0 + $1,451,716 related
    Deferred
    $0 + $1,169,800 related
    Nontaxable benefits
    $0 + $36,391 related
    Filer's total
    $0 + $7,026,721 related

  • DANIEL MURPHY MD

    CHAIR

    Total calculated
    $0
    Hours/week
    0.2 + 0.2 related

  • DANIELLE SQUIRES

    TRUSTEE

    Total calculated
    $0
    Hours/week
    0.2 + 0.2 related

  • DOUGLAS YOUNG PHD

    TRUSTEE, SECR/TREAS

    Total calculated
    $0
    Hours/week
    0.2 + 0.2 related

  • JOSEPH ELY

    VICE CHAIR

    Total calculated
    $0
    Hours/week
    0.2 + 0.2 related

  • PAMELA OLIVER MD

    TRUSTEE, EVP, PRES PHYS NTWRK

    Total calculated
    $1,919,426
    From this org
    $0
    From related orgs
    $1,687,459
    Other
    $231,967
    Hours/week
    0.2 + 50 related

    Schedule J breakdown matched by us

    Base
    $0 + $803,939 related
    Bonus
    $0 + $705,890 related
    Other
    $0 + $177,630 related
    Deferred
    $0 + $197,000 related
    Nontaxable benefits
    $0 + $34,967 related
    Filer's total
    $0 + $1,919,426 related

  • ROBERT BARR MD

    TRUSTEE

    Total calculated
    $0
    Hours/week
    0.2 + 0.2 related

  • FRED HARGETT

    EVP/CFO (TO 9/6/23)

    Total calculated
    $2,451,375
    From this org
    $0
    From related orgs
    $2,400,670
    Other
    $50,705
    Hours/week
    0.2 + 50 related

    Schedule J breakdown matched by us

    Base
    $0 + $886,648 related
    Bonus
    $0 + $1,074,292 related
    Other
    $0 + $439,730 related
    Deferred
    $0 + $19,800 related
    Nontaxable benefits
    $0 + $30,905 related
    Filer's total
    $0 + $2,451,375 related

  • GEOFFREY GARDNER

    CFO (FR 9/6/23)

    Total calculated
    $1,037,855
    From this org
    $0
    From related orgs
    $909,106
    Other
    $128,749
    Hours/week
    0.2 + 50 related

    Schedule J breakdown matched by us

    Base
    $0 + $496,309 related
    Bonus
    $0 + $343,441 related
    Other
    $0 + $69,356 related
    Deferred
    $0 + $98,858 related
    Nontaxable benefits
    $0 + $29,891 related
    Filer's total
    $0 + $1,037,855 related

  • CRESS GOODNIGHT

    MGR REGIONAL REHAB SERVICES

    Total calculated
    $213,852
    From this org
    $184,671
    From related orgs
    $0
    Other
    $29,181
    Hours/week
    45

    Schedule J breakdown matched by us

    Base
    $112,505
    Bonus
    $9,750
    Other
    $62,416
    Deferred
    $6,975
    Nontaxable benefits
    $22,206
    Filer's total
    $213,852

  • DANIEL GORDON MD

    RADIOLOGIST

    Total calculated
    $512,423
    From this org
    $466,999
    From related orgs
    $0
    Other
    $45,424
    Hours/week
    45

    Schedule J breakdown matched by us

    Base
    $423,407
    Bonus
    $19,051
    Other
    $24,541
    Deferred
    $19,800
    Nontaxable benefits
    $25,624
    Filer's total
    $512,423

  • JEFFREY LEMONS

    MGR REGIONAL REHAB SERVICES

    Total calculated
    $213,225
    From this org
    $182,328
    From related orgs
    $0
    Other
    $30,897
    Hours/week
    45

    Schedule J breakdown matched by us

    Base
    $112,615
    Bonus
    $10,064
    Other
    $59,649
    Deferred
    $7,066
    Nontaxable benefits
    $23,831
    Filer's total
    $213,225

  • SCOTT MCGRAW MD

    RADIOLOGIST

    Total calculated
    $525,274
    From this org
    $465,539
    From related orgs
    $0
    Other
    $59,735
    Hours/week
    45

    Schedule J breakdown matched by us

    Base
    $418,007
    Bonus
    $21,981
    Other
    $25,551
    Deferred
    $19,800
    Nontaxable benefits
    $39,935
    Filer's total
    $525,274

  • WALTER HATCHER MD

    RADIOLOGIST

    Total calculated
    $516,410
    From this org
    $470,453
    From related orgs
    $0
    Other
    $45,957
    Hours/week
    45

    Schedule J breakdown matched by us

    Base
    $421,177
    Bonus
    $21,506
    Other
    $27,770
    Deferred
    $19,800
    Nontaxable benefits
    $26,157
    Filer's total
    $516,410

Compensation is as filed in Part VII: reportable pay from this organization and from related organizations, other compensation, and hours per week. The total, marked calculated, is our sum of the three dollar columns, with a blank column counted as $0; the form itself has no total. On a Form 990-EZ the columns are Part IV's instead — compensation, contributions to benefit plans, and expense account — and the total sums those. A Schedule J breakdown is as filed: base pay, bonus, other, deferred compensation and nontaxable benefits from this organization, with any from related organizations beside each, and the filer's own total. It is shown with the Part VII listing of the same name on the same return. The form gives no key between the two, so that pairing is ours, and is marked matched by us.

Schedule J

Answered yes

  • 1a · First-class or charter travel
  • 1a · Travel for companions
  • 1a · Discretionary spending account
  • 1a · Housing allowance or residence for personal use
  • 1b · Written policy on the line-1a expenses
  • 2 · Substantiation required before reimbursing expenses
  • 4a · Severance or change-of-control payment
  • 4b · Supplemental nonqualified retirement plan

Answered no

  • 4c · Equity-based compensation arrangement
  • 5a · Pay contingent on this organization's revenues
  • 5b · Pay contingent on a related organization's revenues
  • 6a · Pay contingent on this organization's net earnings
  • 6b · Pay contingent on a related organization's net earnings
  • 7 · Other non-fixed payments
  • 8 · Paid under the initial-contract exception

The filer's explanations (Part III)

PART I, LINE 1A
FRINGE OR EXPENSE EXPLANATION FIRST-CLASS OR CHARTER TRAVEL: FIRST-CLASS OR CHARTER TRAVEL IS NOT A COVERED TRAVEL EXPENSE FOR EXECUTIVES; THEY ARE LIMITED TO BUSINESS OR COACH CLASS FARES FOR COMMERCIAL FLIGHTS. HOWEVER, CHARTER TRAVEL IS AVAILABLE TO CERTAIN EXECUTIVES, BOARD MEMBERS, AND APPROVED BUSINESS PERSONNEL MEETING APPLICABLE POLICY CRITERIA. TRAVEL FOR COMPANIONS: COMPANIONS ARE ALLOWED ON CERTAIN CHARTER FLIGHTS PAID FOR BY THE ORGANIZATION. IN THAT CASE, THE VALUE OF THE COMPANION'S FLIGHT IS CALCULATED UNDER APPLICABLE TAX LAWS AND THAT AMOUNT IS INCLUDED IN THE EXECUTIVE'S TAXABLE INCOME AS PRESCRIBED BY THE APPLICABLE TAX LAWS. DISCRETIONARY SPENDING ACCOUNT: CERTAIN EXECUTIVES RECEIVE A DISCRETIONARY SPENDING ACCOUNT. THE DOLLAR AMOUNT IN THE ACCOUNT IS PRE-APPROVED BY THE COMPENSATION AND LEADERSHIP COMMITTEE OF THE NOVANT HEALTH BOARD OF TRUSTEES. THE EXECUTIVE MAY DEFER THE AMOUNT TO A RETIREMENT ACCOUNT OR THE AMOUNT IS TREATED AS COMPENSATION AND IS SPREAD OUT OVER THE COURSE OF THE YEAR IN THE EXECUTIVE'S PAYCHECKS AS TAXABLE INCOME. HOUSING ALLOWANCE OR RESIDENCE FOR PERSONAL USE: WE PROVIDE TEMPORARY HOUSING ALLOWANCES IN CERTAIN EXECUTIVE RECRUITMENT AND RELOCATION PACKAGES. THE VALUE IS CALCULATED UNDER APPLICABLE TAX LAWS AND THAT AMOUNT IS INCLUDED IN THE EXECUTIVE'S INCOME AS PRESCRIBED BY THE APPLICABLE TAX LAWS.
PART I, LINE 3
THE FILING ORGANIZATION IS AN INTEGRAL PART OF NOVANT HEALTH, AN INTEGRATED HEALTHCARE SYSTEM AND RELIES UPON NOVANT HEALTH, INC., THE PARENT ORGANIZATION, TO USE THE PROCESS DESCRIBED IN PART VI, LINE 15A/15B OF THIS RETURN TO ESTABLISH COMPENSATION FOR CERTAIN EXECUTIVES. THIS PROCESS ADHERES TO THE REQUIREMENTS SET FORTH TO SECURE THE REBUTTABLE PRESUMPTION OF REASONABLENESS AND INCLUDES A REVIEW AND APPROVAL BY INDEPENDENT AND DISINTERESTED MEMBERS OF A COMPENSATION COMMITTEE, CONSULTATION WITH INDEPENDENT COMPENSATION CONSULTANTS, THE UTILIZATION OF THIRD-PARTY COMPARABILITY DATA SUCH AS PUBLISHED COMPENSATION SURVEYS, AND CONTEMPORANEOUS SUBSTANTIATION OF THE DELIBERATION AND DECISION.
PART I, LINES 4A-B
PART I, LINES 4A-C: SEVERANCE, NONQUALIFIED, AND EQUITY-BASED PAYMENTS SEVERANCE CRESS GOODNIGHT $28,344 JEFFREY LEMONS $28,209 NONQUALIFIED PAMELA OLIVER MD $126,079 GEOFFREY GARDNER $25,993 EQUITY-BASED NONE
PART I, LINE 4A - SEVERANCE PLAN:
ELIGIBLE EXECUTIVES MAY RECEIVE SEVERANCE PAY THAT IS BASED ON ANNUAL COMPENSATION FOR A SPECIFIED PERIOD OF TIME. THE SEVERANCE PAY WOULD BE PAID ONLY IN THE EVENT OF CERTAIN TYPES OF EMPLOYMENT TERMINATION, AND IS FURTHER CONTINGENT ON THE SATISFACTION OF OTHER CONDITIONS SUCH AS COMPLIANCE WITH A NON-COMPETITION COVENANT. ANY CURRENT YEAR PAYMENTS HAVE BEEN INCLUDED IN THE COMPENSATION AMOUNTS REPORTED IN PART VII AND IN COLUMN (B)(III) OF SCHEDULE J. THE COMPENSATION AND LEADERSHIP COMMITTEE OF THE NOVANT HEALTH BOARD REVIEWS, APPROVES, AND OVERSEES ALL ASPECTS AND ALL ELEMENTS OF EXECUTIVE COMPENSATION AND BENEFITS, INCLUDING THE AMOUNTS AWARDED UNDER THIS SEVERANCE PLAN.
PART I, LINE 4B SUPPLEMENTAL NONQUALIFIED RETIREMENT PLANS:
THE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN ("SERP") IS INTENDED TO SUPPORT RETENTION OF KEY EXECUTIVES, AND TO OFFER COMPETITIVE TOTAL COMPENSATION. GENERALLY, ANNUAL CONTRIBUTIONS TO THE PLAN OR PAYMENTS TO PARTICIPANTS WILL BE BASED ON A PERCENTAGE OF THE PARTICIPANT'S BASE SALARY AS OF JANUARY 1ST OF THE PREVIOUS PLAN YEAR AND ARE REPORTED IN COLUMN (C) OF SCHEDULE J. PRIOR TO MAKING THE CONTRIBUTIONS OR PAYMENTS, THE NOVANT HEALTH COMPENSATION AND LEADERSHIP COMMITTEE ("COMMITTEE") WILL APPROVE THE AMOUNTS AS TO REASONABLENESS, WHEN COMBINED WITH ALL OTHER ANNUAL COMPENSATION. A 3 YEAR CLASS-YEAR VESTING PERIOD WILL APPLY UP TO AGE 62, WHEN ALL MONEY WOULD BE VESTED AND PAID OUT TO THE PARTICIPANT. OTHERWISE, VESTING WILL OCCUR ON JANUARY 1ST OF EACH YEAR FOR THE APPROPRIATE CLASS-YEAR VESTING PERIOD. THE COMMITTEE REVIEWS, APPROVES, AND OVERSEES ALL ASPECTS AND ALL ELEMENTS OF EXECUTIVE COMPENSATION AND BENEFITS, INCLUDING THE AMOUNTS AWARDED UNDER THIS SERP.

Part I's answers as filed. A line not listed was left unanswered; on lines 1a and 3 that means the box was not checked.

Grants on this return

No itemized grants to organizations on this return.

Related organizations on this return

Schedule R Part II: tax-exempt organizations related to the filer by control. It does not record shared board members or money.

Provenance

Return type
form_990
Tax year
2023
Filed
25 November 2024
IRS schema version
2023v5.1
Source object
202443309349300989

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