Form 990 for tax year 2023

Revenue

Part VIII, the statement of revenue.

• 2a · Program service revenue: PATIENT SERVICE REVENUE

  total $232,787 · related or exempt $232,787

• 2b · Program service revenue: COVID STIMULUS

  total $27,024 · related or exempt $27,024

• 2f · All other program service revenue

  total $0 · related or exempt $0 · unrelated business $0 · excluded $0

• 3 · Investment income

  total $136 · excluded $136

• 6c · Rental income or loss

  real property $0 · personal property $0

• 7c · Gain or loss

  securities $0 · other assets $0

• 11a · Other revenue: REVERSAL OF PRIOR YEAR ACCRUALS

  total $289,018 · related or exempt $289,018

• 11d · All other revenue

  total $0 · related or exempt $0 · unrelated business $0 · excluded $0

• 11e · Other revenue, total

  $289,018

Functional expenses

Part IX, the statement of functional expenses.

• 4 · Benefits paid to or for members

  total $0 · program services $0

• 7 · Other salaries and wages

  total $16,191 · program services $13,795 · management and general $2,396

• 9 · Other employee benefits

  total $50,325 · program services $42,877 · management and general $7,448

• 10 · Payroll taxes

  total $115,094 · program services $98,060 · management and general $17,034

• 11d · Fees: lobbying

  total $135 · program services $115 · management and general $20

• 11f · Fees: investment management

  total $2,465 · management and general $2,465

• 11g · Fees: other

  total $6,693 · program services $5,702 · management and general $991 · fundraising $0

• 13 · Office expenses

  total $520 · program services $443 · management and general $77

• 24a · Other expenses: STATE TAX

  total $7,240 · program services $7,240

• 24b · Other expenses: MEDICAL SUPPLIES

  total $1,024 · program services $1,024

• 24e · All other expenses

  total $0 · program services $0 · management and general $0 · fundraising $0

Balance sheet

Part X, book values.

• 1 · Cash, non-interest-bearing

  beginning of year $718,343 · end of year $419,939

• 4 · Accounts receivable

  beginning of year $121,525 · end of year $17,874

• 5 · Loans and receivables from officers and key people

  beginning of year $0 · end of year $0

• 6 · Loans and receivables from disqualified persons

  beginning of year $0 · end of year $0

• 10a · Land, buildings and equipment: cost or other basis

  $0

• 10b · Land, buildings and equipment: accumulated depreciation

  $0

• 10c · Land, buildings and equipment, net

  beginning of year $0 · end of year $0

• 12 · Investments: other securities

  beginning of year $0

• 13 · Investments: program-related

  beginning of year $0

• 15 · Other assets

  beginning of year $2,679,045 · end of year $1,568,018

• 17 · Accounts payable and accrued expenses

  beginning of year $259,336 · end of year $471

• 22 · Loans and payables to officers and key people

  beginning of year $0 · end of year $0

• 25 · Other liabilities

  beginning of year $11,206,758 · end of year $9,603,263

• 27 · Net assets without donor restrictions

  beginning of year -$7,947,181 · end of year -$7,597,903

The filer's explanations (Part III)

Schedule J, Part I, Line 1a Tax indemnification and gross-up payments

FOR THE FOLLOWING, BENEFITS REPORTED IN PART VII INCLUDE GROSS-UP PAYMENTS FOR A TAXABLE EMPLOYEE RECOGNITION PROGRAM AWARD: 4 HIGHEST-COMPENSATED EMPLOYEE

Schedule J, Part I, Line 3 Arrangement used to establish the top management official's compensation

NORTHERN DUTCHESS RESIDENTIAL HEALTHCARE FACILITY RELIED ON NUVANCE HEALTH, A RELATED TAX-EXEMPT ORGANIZATION, TO APPROVE AND DETERMINE COMPENSATION FOR THE CEO AND TOP MANAGEMENT, WHICH USED A COMPENSATION COMMITTEE, AN INDEPENDENT COMPENSATION CONSULTANT, WRITTEN EMPLOYMENT CONTRACTS, COMPENSATION SURVEY OR STUDY AND APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE TO GATHER COMPARABLE DATA TO APPROVE AND DETERMINE COMPENSATION FOR THE CEO, TOP MANAGEMENT AND OTHER KEY EMPLOYEES.

Schedule J, Part I, Line 4a Severance or change-of-control payment

DURING THE YEAR ENDING DECEMBER 31, 2023, KATHLEEN CAMPAGNA RECEIVED $54,211 IN SEVERANCE PAYMENTS SUBSEQUENT TO HER TERMINATION DATE OF APRIL 17, 2023. PART VII OF THE CURRENT YEAR'S TAX RETURN REFLECTS THIS AMOUNT. AFTER HER TERMINATION, SHE WAS HIRED BY A RELATED ORGANIZATION. DURING THE YEAR ENDING DECEMBER 31, 2023, SOPHIA WILLIAMS RECEIVED $22,665 IN SEVERANCE PAYMENTS SUBSEQUENT TO HER TERMINATION DATE OF MAY 15, 2023. PART VII OF THE CURRENT YEAR'S TAX RETURN REFLECTS THIS AMOUNT.

Schedule J, Part I, Line 4b Supplemental nonqualified retirement plan

EFFECTIVE OCTOBER 1, 2020, NUVANCE HEALTH ESTABLISHED AN EXECUTIVE RETIREMENT PLAN IN ORDER TO PROVIDE NONQUALIFIED DEFINED CONTRIBUTION RETIREMENT BENEFITS TO DESIGNATED KEY MEMBERS OF ITS EXECUTIVE MANAGEMENT TEAM, SELECTED BY THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS. ONLY EXECUTIVES OCCUPYING DESIGNATED TIER 1 OF TIER 2 EXECUTIVE POSITIONS ARE ELIGIBLE TO PARTICIPATE IN THE PLAN. THE PLAN IS INTENDED TO COMPLY WITH SECTION 457(F) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. IN CALENDAR YEAR 2023, THE FOLLOWING AMOUNTS EARNED BY THE PARTICIPANTS ARE REPORTED ON SCHEDULE J, PART II, COLUMN C RETIREMENT AND OTHER DEFERRED COMPENSATION: DANIEL DEBARBA $126,600 BRIAN WYATT $ 57,763 FOR CALENDAR YEAR 2023, THE FOLLOWING AMOUNTS EARNED AND PAID TO PARTICIPANTS WERE REPORTED ON SCHEDULE J, PART II, COLUMN B(iii) OTHER REPORTABLE COMPENSATION: DENISE GEORGE $ 61,080

Schedule J, Part I, Line 7 Non-fixed payments

NUVANCE HEALTH ANNUAL LEADERSHIP INCENTIVE PLAN (ALIP)(EXCERPTS FROM) THE PURPOSE OF THE NUVANCE HEALTH ANNUAL LEADERSHIP INCENTIVE PLAN ("PLAN") IS TO ENGAGE AND MOTIVATE THE ORGANIZATION'S LEADERS TO FURTHER THE CHARITABLE MISSION OF NUVANCE HEALTH, AND ITS AFFILIATES AND SUBSIDIARIES, BY PROMOTING EFFECTIVE MANAGEMENT OF OPERATIONS, DELIVERY OF HIGH-QUALITY CARE AND SERVICE, AND RESPONSIBLE USE OF RESOURCES TO MEET COMMUNITY NEEDS. THE PLAN IS INTENDED TO ASSIST NUVANCE HEALTH, AND ITS AFFILIATES AND SUBSIDIARIES TO ATTRACT AND RETAIN LEADERSHIP WITH THE TALENT AND EXPERIENCE NEEDED TO BE SUCCESSFUL BY PROVIDING MEANINGFUL INCENTIVES AND REWARDS FOR OUTSTANDING PERFORMANCE. INDIVIDUALS MUST BE AN ELIGIBLE EMPLOYEE TO BE CONSIDERED AS A PARTICIPANT IN THIS PLAN. AN ELIGIBLE EMPLOYEE IS AN INDIVIDUAL EMPLOYED BY NUVANCE HEALTH AND HOLDS A POSITION ASSIGNED TO ONE OF THE FOLLOWING TIERS, AS OF APRIL 30TH OF THE PLAN YEAR; - TIER I, PRESIDENT, CEO, SENIOR EXECUTIVE - TIER II, EXECUTIVE (A) - TIER II, PHYSICIAN EXECUTIVE (B) - TIER III, SENIOR LEADER (A) - TIER III, SENIOR LEADER (B) - TIER IV, LEADER (A) ORGANIZATIONAL GOALS ARE GENERALLY BASED ON THE FOLLOWING CATEGORIES AND ARE WEIGHTED THROUGH A SPLIT BETWEEN ORGANIZATIONAL AND INDIVIDUAL: - QUALITY AND SERVICE - PEOPLE AND CULTURE - PATIENT EXPERIENCE - FINANCIAL STRENGTH EACH PLAN YEAR, THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD ("THE COMMITTEE"), IN ITS SOLE DISCRETION AND UNLESS OTHERWISE APPROPRIATELY DELEGATED, SELECTS PARTICIPANTS FROM A LIST OF ELIGIBLE EMPLOYEES NOMINATED BY THE CEO. THE CEO, EX OFFICIO, IS AN ELIGIBLE EMPLOYEE FOR PURPOSES OF SELECTION TO PARTICIPATE IN THE PLAN. EACH PLAN YEAR, THE COMMITTEE, BASED ON INPUT FROM THE CEO, MAY ESTABLISH A THRESHOLD AWARD, A TARGET AWARD AND/OR A MAXIMUM AWARD FOR EACH PARTICIPANT. AWARD OPPORTUNITIES ARE ESTABLISHED BASED ON COMPETITIVE MARKET PRACTICES AND ON NUVANCE HEALTH'S COMPENSATION PHILOSOPHY. AWARD OPPORTUNITIES MAY BE BASED ON ADDITIONAL FACTORS, INCLUDING NUVANCE HEALTH'S FINANCIAL AND OPERATIONAL PERFORMANCE, REFLECTING MARKET PAY PRACTICES AND BENCHMARKING FOR COMPARABLE POSITIONS, AND ANY OTHER FACTORS DEEMED RELEVANT BY THE COMMITTEE. EACH PLAN YEAR, THE COMMITTEE, AND UNLESS OTHERWISE APPROPRIATELY DELEGATED FOR ANY PLAN YEAR, SHALL ESTABLISH PERFORMANCE GOALS TO EVALUATE THE PERFORMANCE OF EACH PARTICIPANT. AFTER COMPLETION OF EACH PLAN YEAR, THE COMMITTEE MAY EVALUATE WHETHER THE PERFORMANCE OF NUVANCE HEALTH AND PARTICIPANT MEETS OR EXCEEDS THE PERFORMANCE GOALS ESTABLISHED FOR THE PLAN YEAR. IF PERFORMANCE WARRANTS, THE COMMITTEE MAY APPROVE A FINAL AWARD AMOUNT FOR EACH PARTICIPANT AND APPROVE ANY ADDITIONAL CONDITION ON PAYMENT OF THE AWARD. NUVANCE HEALTH EXECUTIVE LONG TERM INCENTIVE PLAN (EXCERPTS FROM) ONLY EXECUTIVES OCCUPYING DESIGNATED TIER 1 AND TIER II (A) EXECUTIVE POSITIONS SHALL BE ELIGIBLE EMPLOYEES TO PARTICIPATE IN THE PLAN. UNDER THE PLAN, PARTICIPANTS WILL BE ELIGIBLE TO RECEIVE INCENTIVE AWARD PAYMENTS BASED UPON THE ACHIEVEMENT OF SELECTED AND STRATEGICALLY IMPORTANT PERFORMANCE GOALS IDENTIFIED FOR EACH PERFORMANCE PERIOD. THE AWARD OPPORTUNITIES FOR AN ELIGIBLE EMPLOYEE WITH RESPECT TO A PERFORMANCE PERIOD SHALL BE EXPRESSED AS A PERCENTAGE OF HIS OR HER AVERAGE BASE SALARY IN EFFECT DURING THE APPLICABLE PERFORMANCE PERIOD. PRIOR TO THE BEGINNING OF EACH PERFORMANCE PERIOD, THE COMMITTEE MAY ESTABLISH A MINIMUM PERFORMANCE REQUIREMENT FOR NUVANCE HEALTH. NO FINAL AWARDS MAY BE GRANTED TO ANY PARTICIPANT FOR A PERFORMANCE PERIOD IN WHICH MINIMUM PERFORMANCE REQUIRMENTS, IN ANY, WERE NOT MET. THE FINAL AWARD PAYABLE TO EACH PARTICIPANT WILL BE DETERMINED WITHIN 60 DAYS FOLLOWING THE END OF THE PERFORMANCE PERIOD. AWARDS FOR A GIVEN PERFORMANCE PERIOD WILL BE PAID IN A SINGLE LUMP-SUM ON THE PAYMENT DATE PROVIDED HOWEVER, THAT NO PAYMENT WILL BE MADE UNTIL THE RESULTS ARE VERIFIED AND AUDITED.

Related partnerships

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

• NEW MILFORD MRI LLC

  N/A · INACTIVE · CT

  Directly controlled by NA

• NORWALK SURGERY CENTER LLC

  N/A · SURGERY CENTER · CT

  Directly controlled by NA

Related corporations and trusts

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

• NUVANCE HEALTH INSURANCE COMPANY LTD

  C Corporation · MALPRACTICE · CJ

  Directly controlled by NUVANCE HEALTH

• SWC CORPORATION

  C Corporation · PHARMACY · CT

  Directly controlled by NA

• TACONIC IPA INC

  C Corporation · MEDICAL CARE · NY

  Directly controlled by NA

• Vassar Health Quest Medical Practice of Connecticut Inc

  C Corporation · MEDICAL CARE · CT

  Directly controlled by NA