Form 990 for tax year 2024

The filer's explanations (Part III)

PART I, LINE 1A

PROVIDENCE EXPENSE REIMBURSEMENT PROCEDURES INCLUDE THE FOLLOWING POLICIES: FIRST CLASS TRAVEL OR CHARTER TRAVEL AIR TRAVEL IS GENERALLY REIMBURSABLE AT THE LEAST EXPENSIVE AIRFARE WHICH PERMITS DEPARTURES AND ARRIVALS AT REASONABLE TIMES AND REASONABLE DISTANCE TRAVELED. EMPLOYEES ARE ENCOURAGED TO PLAN IN ADVANCE TO GET AVAILABLE DISCOUNTS. AIRLINE FREQUENT FLYER UPGRADES WILL NEVER BE REIMBURSED. IN LIMITED SITUATIONS, FIRST CLASS TICKETS AND CHARTER MAY BE REIMBURSED WHEN APPROVED BY A SENIOR LEVEL SUPERVISOR. THESE REIMBURSEMENTS ARE NOT REPORTED AS TAXABLE COMPENSATION. TAX INDEMNIFICATION AND GROSS-UP PAYMENTS TAX INDEMNIFICATIONS OR GROSS-UP PAYMENTS - RELOCATION PROVIDENCE FOLLOWS THE FEDERAL AND STATE TAXATION LAWS RELATED TO RELOCATION EXPENSES PAID TO THE EMPLOYEE OR TO A THIRD PARTY ON THE EMPLOYEE'S BEHALF. THEY ARE CONSIDERED TAXABLE WAGES AND ARE REPORTED AS SUCH. BASED ON THE WAY PROVIDENCE HAS CHOSEN TO PAY THE RELOCATION EXPENSES, PROVIDENCE REPORTS REIMBURSEMENTS AND PAYMENTS TO VENDORS AS INCOME AND THESE EXPENSE PAYMENTS ARE REFLECTED ON THE EXECUTIVE'S FORM W-2. PROVIDENCE PROVIDES A GROSS-UP FOR THE RELOCATION BENEFITS, SO THAT A PORTION OF THE REIMBURSEMENT DOES NOT HAVE TO BE USED TO PAY TAXES, AND THIS TAX GROSS-UP IS ALSO REPORTED AS TAXABLE INCOME. THE AMOUNTS REPORTED FOR THESE GROSS-UP PAYMENTS ARE INCLUDED ON SCHEDULE J, PART II, COLUMN B (III) - OTHER REPORTABLE COMPENSATION ON THE FORM 990. TAX INDEMNIFICATIONS OR GROSS-UP PAYMENTS - FINANCIAL/RETIREMENT PLANNING PROVIDENCE FOLLOWS THE FEDERAL AND STATE TAXATION LAWS RELATED TO FINANCIAL AND RETIREMENT PLANNING EXPENSES PAID TO THE EMPLOYEE OR TO A THIRD PARTY ON THE EMPLOYEE'S BEHALF. THEY ARE CONSIDERED TAXABLE WAGES AND ARE REPORTED AS SUCH. BASED ON THE WAY PROVIDENCE HAS CHOSEN TO PAY THESE OTHER EXPENSES, PROVIDENCE REPORTS REIMBURSEMENTS AND PAYMENTS TO VENDORS AS INCOME AND THESE EXPENSE PAYMENTS ARE REFLECTED ON THE EXECUTIVE'S FORM W-2. PROVIDENCE PROVIDES A GROSS-UP FOR THIS BENEFIT, SO THAT A PORTION OF THE PAYMENT DOES NOT HAVE TO BE USED TO PAY TAXES, AND THIS TAX GROSS-UP IS ALSO REPORTED AS TAXABLE INCOME. THE AMOUNTS REPORTED FOR THESE GROSS-UP PAYMENTS ARE INCLUDED ON SCHEDULE J, PART II, COLUMN B (III) - OTHER REPORTABLE COMPENSATION ON THE FORM 990. HOUSING ALLOWANCE OR RESIDENCE FOR PERSONAL USE PROVIDENCE PROVIDES HOUSING ALLOWANCES RELATED TO RELOCATION OF NEWLY HIRED EMPLOYEES AND CURRENT EMPLOYEES RELOCATING TO A NEW POSITION. PROVIDENCE MAY PAY TEMPORARY LIVING EXPENSES FOR THE ELIGIBLE EMPLOYEE UP TO A MAXIMUM OF 90 CALENDAR DAYS. COVERED EXPENSES INCLUDE RENT (EXCLUDING AMOUNTS WHICH MAY BE PAID IN ORDER TO OCCUPY A NEW PERMANENT RESIDENCE UNTIL TITLE CLEARS), NON-REFUNDABLE SECURITY DEPOSITS AND UTILITIES, INCLUDING HEAT, ELECTRICITY, GAS, WATER, LOCAL INTERNET AND LOCAL TELEPHONE AND GARBAGE SERVICES. THE EXECUTIVE VICE PRESIDENT, CHIEF ADMINISTRATIVE OFFICER OF PROVIDENCE MAY APPROVE TEMPORARY HOUSING ASSISTANCE FOR UP TO SIX MONTHS WHEN FAMILY RELOCATION IS DELAYED TO ACCOMMODATE THE SCHOOL YEAR OR EQUIVALENT CIRCUMSTANCES. ONLY IN EXTENUATING CIRCUMSTANCES IS HOUSING EXTENDED BEYOND THIS SIX-MONTH PERIOD. THE AMOUNTS REPORTED FOR THESE RELOCATION/HOUSING PAYMENTS ARE INCLUDED ON SCHEDULE J, PART II, COLUMN B (III) - OTHER REPORTABLE COMPENSATION ON THE FORM 990. PERSONAL SERVICES PROVIDENCE OFFERS FINANCIAL PLANNING SERVICES AS AN OPTIONAL BENEFIT TO EMPLOYEES AT VICE PRESIDENT LEVEL AND ABOVE.THIS BENEFIT IS CONSIDERED A TAXABLE BENEFIT AND IS INCLUDED ON THE EMPLOYEE'S FORM W-2. THE AMOUNTS REPORTED FOR THE FINANCIAL PLANNING SERVICES ARE INCLUDED AS TAXABLE INCOME ON SCHEDULE J, PART II, COLUMN B (III) - OTHER REPORTABLE COMPENSATION ON THE FORM 990 FOR THE EMPLOYEES WHO PARTICIPATE.

PART I, LINE 3

DESCRIPTION OF PROCESS TO REVIEW COMPENSATION PAID TO TOP MANAGEMENT OFFICIAL THE ORGANIZATION'S CHIEF EXECUTIVE OFFICER/TOP MANAGEMENT OFFICIAL IS PAID BY PROVIDENCE HEALTH & SERVICES - WASHINGTON. SEE SCHEDULE O, PART VI, LINE 15A FOR THE PROCESS USED BY PROVIDENCE.

PART I, LINE 4B

ENTITIES WITHIN THE PROVIDENCE SYSTEM SPONSOR NON-QUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS FOR CERTAIN EXECUTIVES. THE PLANS PROVIDE FOR EMPLOYER CONTRIBUTIONS BASED ON A PERCENTAGE OF EXECUTIVE BASE SALARY AND, DEPENDING ON THE PLAN, ARE SUBJECT TO EITHER A THREE YEAR, AGE 59 1/2 OR A FIVE YEAR, AGE 65 VESTING SCHEDULE. UNTIL THE EXECUTIVE PROVIDES THESE SUBSTANTIAL FUTURE SERVICES, THESE SUPPLEMENTAL RETIREMENT CONTRIBUTIONS ARE AT RISK, AND WILL BE FORFEITED IF THE EXECUTIVE LEAVES THE ORGANIZATION BEFORE REACHING HER OR HIS VESTING DATE. THE SUPPLEMENTAL RETIREMENT CONTRIBUTIONS ARE INCLUDED IN COLUMN (C) AS A NONTAXABLE BENEFIT IN THE YEAR THE CONTRIBUTION IS CREDITED TO THE EXECUTIVE'S ACCOUNT, AND ARE INCLUDED AGAIN ON THE FORM 990 IN COLUMN (B)(III) IF AND WHEN THE AMOUNT BECOMES VESTED IN A FUTURE YEAR, AS THE FORM 990 REQUIRES. NO INDIVIDUALS RECEIVED A PAYOUT DURING 2024.

PART I, LINE 7

NON-FIXED PAYMENTS THE PROVIDENCE EXECUTIVE COMPENSATION COMMITTEE (OF THE BOARD) HAS APPROVED AN EXECUTIVE COMPENSATION PHILOSOPHY THAT CLOSELY TIES AN EXECUTIVE'S COMPENSATION TO PERFORMANCE - BOTH THE PERFORMANCE OF THE ORGANIZATION AND THE PERFORMANCE OF THE EXECUTIVE. THERE IS NO GUARANTEE THAT THIS PART OF A LEADER'S COMPENSATION WILL BE PAID - IF THE PERFORMANCE OF THE ORGANIZATION OR OF THE INDIVIDUAL DOES NOT MEET THE PERFORMANCE STANDARDS FOR PAYMENT, NO PERFORMANCE-BASED PAYMENT IS MADE. THIS APPROACH IS REFLECTED IN PROVIDENCE'S LEADERSHIP ANNUAL INCENTIVE PLAN AND LONG-TERM INCENTIVE PLAN, WHICH ARE PERFORMANCE-BASED ANNUAL INCENTIVE PLANS THAT AFFORD PARTICIPATING EXECUTIVES THE OPPORTUNITY TO EARN "AT RISK" COMPENSATION THROUGH PERFORMANCE AGAINST VERY CHALLENGING GOALS. PAYOUTS WILL BE AWARDED BASED ON GOALS RELATED TO STRATEGIC OBJECTIVES, FISCAL STEWARDSHIP AND QUALITY OF CARE - THESE GOALS ARE SET BEFORE THE YEAR BEGINS AND ARE VERY CHALLENGING. THE EXECUTIVE COMPENSATION COMMITTEE REVIEWS AND APPROVES EACH YEAR'S PERFORMANCE GOALS TO MAKE SURE THEY ARE SUFFICIENTLY CHALLENGING, AND TO MAKE SURE THE GOALS ARE DESIGNED TO HELP PROVIDENCE MEET ITS MISSION AND STRATEGIC PURPOSES. EACH YEAR THE PSJH BOARD EXECUTIVE COMPENSATION COMMITTEE REVIEWS THE INCENTIVE PERFORMANCE AND MUST CERTIFY THE ACHIEVEMENT OF PERFORMANCE GOALS BEFORE ANY AWARDS ARE PAID OUT. WHEN REVIEWING AND APPROVING TOTAL COMPENSATION FOR EXECUTIVES, THE EXECUTIVE COMPENSATION COMMITTEE INCLUDES INCENTIVE AWARDS, TO MAKE SURE THAT COMPENSATION IS REASONABLE AND WELL-SUPPORTED BY MARKET DATA. THE COMMITTEE CONSISTS ONLY OF DIRECTORS WHO ARE FREE OF CONFLICTS OF INTEREST, AND THE COMMITTEE RELIES ON MARKET SURVEY DATA GATHERED BY AN INDEPENDENT CONSULTANT. THE COMMITTEE CONDUCTS THIS REVIEW AND APPROVAL PROCESS IN A MANNER THAT IS IN ACCORDANCE WITH IRS REQUIREMENTS FOR COMPENSATION OF TAX-EXEMPT ORGANIZATION LEADERS, AND IN ACCORDANCE WITH THE BEST GOVERNANCE PRACTICES IN THE INDUSTRY.

SCHEDULE J, PART II

ALL INDIVIDUALS REPORTED ON SCHEDULE J, PART II ARE PAID ENTIRELY BY AN UNRELATED ORGANIZATION, PROVIDENCE HEALTH & SERVICES - WASHINGTON. THE COMPENSATION IS PAID TO INDIVIDUALS FOR THEIR SERVICES PERFORMED FOR PROVIDENCE GENERAL FOUNDATION.