Instrumentl eFile Render
Object ID: 202331329349308498 - Rendered 2024-09-08
TIN: 94-1196203
Schedule J
(Form 990)
Department of the Treasury
Internal Revenue Service
Compensation Information
For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
Complete if the organization answered "Yes" on Form 990, Part IV, line 23.
Attach to Form 990.
Go to
www.irs.gov/Form990
for instructions and the latest information.
OMB No. 1545-0047
20
21
Open to Public Inspection
Name of the organization
DIGNITY HEALTH
Employer identification number
94-1196203
Part I
Questions Regarding Compensation
Yes
No
1a
Check the appropiate box(es) if the organization provided any of the following to or for a person listed on Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.
First-class or charter travel
Housing allowance or residence for personal use
Travel for companions
Payments for business use of personal residence
Tax idemnification and gross-up payments
Health or social club dues or initiation fees
Discretionary spending account
Personal services (e.g., maid, chauffeur, chef)
b
If any of the boxes on Line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain
.....
1b
Yes
2
Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked on Line 1a?
....
2
Yes
3
Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.
Compensation committee
Written employment contract
Independent compensation consultant
Compensation survey or study
Form 990 of other organizations
Approval by the board or compensation committee
4
During the year, did any person listed on Form 990, Part VII, Section A, line 1a, with respect to the filing organization or a related organization:
a
Receive a severance payment or change-of-control payment?
.............
4a
Yes
b
Participate in, or receive payment from, a supplemental nonqualified retirement plan?
.........
4b
Yes
c
Participate in, or receive payment from, an equity-based compensation arrangement?
.........
4c
No
If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.
Only 501(c)(3), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9.
5
For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:
a
The organization?
....................
5a
No
b
Any related organization?
.......................
5b
No
If "Yes," on line 5a or 5b, describe in Part III.
6
For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:
a
The organization?
..................
6a
No
b
Any related organization?
......................
6b
No
If "Yes," on line 6a or 6b, describe in Part III.
7
For persons listed on Form 990, Part VII, Section A, line 1a, did the organization provide any nonfixed
payments not described in lines 5 and 6? If "Yes," describe in Part III
............
7
No
8
Were any amounts reported on Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III
..........................
8
No
9
If "Yes" on line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)?
.........................
9
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50053T
Schedule J (Form 990) 2021
Schedule J (Form 990) 2021
Page
2
Part II
Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees.
Use duplicate copies if additional space is needed.
For each individual whose compensation must be reported on Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note.
The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.
(A)
Name and Title
(B)
Breakdown of W-2, 1099-MISC compensation, and/or 1099-NEC
(C)
Retirement and other deferred compensation
(D)
Nontaxable
benefits
(E)
Total of columns
(B)(i)-(D)
(F)
Compensation in column (B) reported as deferred on prior Form 990
(i)
Base
compensation
(ii)
Bonus & incentive
compensation
(iii)
Other
reportable compensation
1
LLOYD H DEAN
CHIEF EXECUTIVE OFFICER
(i)
(ii)
2,679,974
-------------
0
16,982,400
-------------
0
6,158,250
-------------
0
9,476,825
-------------
0
165,424
-------------
0
35,462,873
-------------
0
6,101,062
-------------
0
2
MARVIN O'QUINN
CHAIR/ PRESIDENT & CHIEF OPERATING O
(i)
(ii)
1,717,376
-------------
0
4,097,012
-------------
0
461,539
-------------
0
704,233
-------------
0
89,478
-------------
0
7,069,638
-------------
0
425,001
-------------
0
3
CHARLES P FRANCIS
SEVP, CHIEF STRATEGY OFFICER
(i)
(ii)
1,101,216
-------------
0
2,260,516
-------------
0
951,976
-------------
0
1,297,958
-------------
0
82,671
-------------
0
5,694,337
-------------
0
926,185
-------------
0
4
DANIEL J MORISSETTE CPA
TREASURER/ SEVP, CHIEF FINANCIAL OFF
(i)
(ii)
1,406,997
-------------
0
2,977,013
-------------
0
11,341
-------------
0
517,062
-------------
0
46,482
-------------
0
4,958,895
-------------
0
0
-------------
0
5
ELIZABETH SHIH
BOARD MEMBER/ SEVP, CHIEF ADMINISTRA
(i)
(ii)
1,056,903
-------------
0
2,157,760
-------------
0
488,102
-------------
0
683,779
-------------
0
103,035
-------------
0
4,489,579
-------------
0
436,130
-------------
0
6
ROBERT WIEBE MD
EVP, CHIEF MEDICAL OFFICER
(i)
(ii)
1,105,165
-------------
0
2,260,500
-------------
0
264,156
-------------
0
438,522
-------------
0
40,169
-------------
0
4,108,512
-------------
0
247,601
-------------
0
7
CHARLES COVA
OPERATIONS CONSULTANT (THRU 4/2/21)
(i)
(ii)
171,795
-------------
0
768,635
-------------
0
2,697,656
-------------
0
184,445
-------------
0
2,285
-------------
0
3,824,816
-------------
0
1,052,658
-------------
0
8
DARRYL ROBINSON
SEVP, CHIEF HUMAN RESOURCE OFFICER
(i)
(ii)
960,981
-------------
0
1,952,247
-------------
0
228,735
-------------
0
375,706
-------------
0
57,374
-------------
0
3,575,043
-------------
0
216,600
-------------
0
9
JULIE SPRENGEL
SVP OPERATIONS & CEO, SOUTHERN CALIF
(i)
(ii)
1,196,469
-------------
0
1,874,124
-------------
0
17,380
-------------
0
62,912
-------------
0
18,162
-------------
0
3,169,047
-------------
0
0
-------------
0
10
MITCH MELFI ESQ JD
SECRETARY/ VICE CHAIR/CHIEF LEGAL OF
(i)
(ii)
0
-------------
951,216
0
-------------
1,952,250
0
-------------
180,168
0
-------------
17,100
0
-------------
19,794
0
-------------
3,120,528
0
-------------
0
11
LAURIE HARTING
SYSTEM SPECIAL PROJECTS LEADER
(i)
(ii)
556,589
-------------
0
1,027,949
-------------
0
538,841
-------------
0
902,221
-------------
0
49,165
-------------
0
3,074,765
-------------
0
510,246
-------------
0
12
SUJA CHANDRASEKARAN
SEVP, CHIEF INFORMATION AND DIGITAL
(i)
(ii)
0
-------------
983,019
0
-------------
2,035,726
0
-------------
1,932
0
-------------
19,497
0
-------------
28,996
0
-------------
3,069,170
0
-------------
0
13
LINDA HUNT
SVP OPERATIONS & CEO, SOUTHWEST DIVI
(i)
(ii)
804,687
-------------
0
1,134,451
-------------
0
293,945
-------------
0
440,039
-------------
0
81,925
-------------
0
2,755,047
-------------
0
236,940
-------------
0
14
KATHLEEN SANFORD DBA RN FAAN FACH
CHIEF NURSING OFFICER
(i)
(ii)
0
-------------
814,284
0
-------------
1,667,443
0
-------------
139,647
0
-------------
17,100
0
-------------
30,752
0
-------------
2,669,226
0
-------------
0
15
THOMAS KOPFENSTEINER STD
CHIEF MISSION OFFICER
(i)
(ii)
0
-------------
805,339
0
-------------
1,646,884
0
-------------
170,494
0
-------------
17,275
0
-------------
10,847
0
-------------
2,650,839
0
-------------
0
16
THOMAS MCGINN MD MPH
EVP, PHYSICIAN ENTERPRISE
(i)
(ii)
0
-------------
1,003,111
0
-------------
1,370,002
0
-------------
5,544
0
-------------
7,596
0
-------------
31,746
0
-------------
2,417,999
0
-------------
0
17
FRED NAJJAR
EVP, CHIEF PHILANTHROPY OFFICER
(i)
(ii)
582,377
-------------
0
1,212,450
-------------
0
275,927
-------------
0
269,962
-------------
0
42,314
-------------
0
2,383,030
-------------
0
246,955
-------------
0
18
SHELLY SCHLENKER
EVP, CHIEF ADVOCACY OFFICER
(i)
(ii)
528,151
-------------
0
1,128,875
-------------
0
11,839
-------------
0
640,529
-------------
0
51,429
-------------
0
2,360,823
-------------
0
0
-------------
0
19
JOHN E PETERSDORF
SVP OPERATIONAL EFFECTIVENESS
(i)
(ii)
567,167
-------------
0
724,500
-------------
0
10,679
-------------
0
975,658
-------------
0
63,788
-------------
0
2,341,792
-------------
0
0
-------------
0
20
TODD A STRUMWASSER MD
SVP OPERATIONS & CEO, NORTHERN CALIF
(i)
(ii)
898,479
-------------
0
1,285,887
-------------
0
22,627
-------------
0
74,490
-------------
0
57,454
-------------
0
2,338,937
-------------
0
0
-------------
0
21
ANTHONY SCOTT CARSWELL
BOARD MEMBER
(i)
(ii)
633,501
-------------
0
819,000
-------------
0
14,450
-------------
0
713,755
-------------
0
61,320
-------------
0
2,242,026
-------------
0
0
-------------
0
22
JON VANBOENING
SYSTEM SPECIAL PROJECTS LEADER
(i)
(ii)
627,101
-------------
0
1,050,240
-------------
0
169,014
-------------
0
336,782
-------------
0
18,082
-------------
0
2,201,219
-------------
0
151,894
-------------
0
23
DARREN LEE
HOSPITAL PRESIDENT (THRU 11/1/21)
(i)
(ii)
415,086
-------------
0
284,748
-------------
0
1,358,100
-------------
0
76,138
-------------
0
41,749
-------------
0
2,175,821
-------------
0
0
-------------
0
24
TAMMARA WILCOX
SYSTEM SVP PAYER STRATEGY & RELATION
(i)
(ii)
621,502
-------------
0
787,500
-------------
0
13,893
-------------
0
683,013
-------------
0
53,549
-------------
0
2,159,457
-------------
0
0
-------------
0
25
MICHELLE COOPER
EVP, CHIEF COMPLIANCE OFFICER
(i)
(ii)
0
-------------
528,784
0
-------------
1,099,718
0
-------------
160,492
0
-------------
17,100
0
-------------
26,958
0
-------------
1,833,052
0
-------------
0
26
LISA GAMSHAD ZUCKERMAN
SYSTEM SVP TREASURY & STRATEGIC INVE
(i)
(ii)
634,133
-------------
0
1,022,298
-------------
0
13,533
-------------
0
91,562
-------------
0
57,835
-------------
0
1,819,361
-------------
0
0
-------------
0
27
GARY A GREENSWEIG DO
SYSTEM SVP CHIEF PHYSICIAN EXECUTIVE
(i)
(ii)
558,381
-------------
0
951,900
-------------
0
27,352
-------------
0
77,346
-------------
0
82,196
-------------
0
1,697,175
-------------
0
0
-------------
0
28
BENJIE M LOANZON
SYSTEM SVP FINANCE AND CORPORATE CON
(i)
(ii)
648,147
-------------
0
819,000
-------------
0
8,631
-------------
0
69,861
-------------
0
64,100
-------------
0
1,609,739
-------------
0
0
-------------
0
29
PHIL FOSTER
SYSTEM SVP ENTERPRISE RISK MGMT
(i)
(ii)
0
-------------
585,900
0
-------------
744,491
0
-------------
57,982
0
-------------
17,275
0
-------------
29,996
0
-------------
1,435,644
0
-------------
0
30
DANIELLE WEBER
SYSTEM SVP REVENUE CYCLE
(i)
(ii)
0
-------------
540,213
0
-------------
712,168
0
-------------
51,870
0
-------------
17,275
0
-------------
18,105
0
-------------
1,339,631
0
-------------
0
31
PAUL EDGETT III
FORMER KEY EMPLOYEE (CHIEF BUSINESS
(i)
(ii)
0
-------------
134,272
0
-------------
915,940
0
-------------
144,735
0
-------------
12,300
0
-------------
0
0
-------------
1,207,247
0
-------------
0
32
ALYSSA C RIEDER
VP, CHIEF INVESTMENT OFFICER
(i)
(ii)
543,610
-------------
0
532,649
-------------
0
6,789
-------------
0
63,906
-------------
0
57,117
-------------
0
1,204,071
-------------
0
0
-------------
0
33
PATRICIA WEBB FACHE
FORMER OFFICER (SEVP, CHIEF ADMINIST
(i)
(ii)
0
-------------
0
0
-------------
977,470
0
-------------
0
0
-------------
7,616
0
-------------
0
0
-------------
985,086
0
-------------
0
34
TIMOTHY PANKS
FORMER KEY EMPLOYEE (SVP, FINANCE &
(i)
(ii)
0
-------------
0
0
-------------
0
197,031
-------------
0
0
-------------
0
0
-------------
0
197,031
-------------
0
197,031
-------------
0
35
TESSIE GUILLERMO
FORMER BOARD CHAIR (THRU 3/31/21)
(i)
(ii)
0
-------------
0
0
-------------
0
0
-------------
130,000
0
-------------
0
0
-------------
0
0
-------------
130,000
0
-------------
0
36
CHRISTOPHER LOWNEY
FORMER BOARD VICE CHAIR (THRU3/31/21
(i)
(ii)
0
-------------
0
0
-------------
0
0
-------------
125,000
0
-------------
0
0
-------------
0
0
-------------
125,000
0
-------------
0
37
KENT BRADLEY MD
FORMER BOARD MEMBER (THRU 3/31/21)
(i)
(ii)
0
-------------
0
0
-------------
0
0
-------------
110,000
0
-------------
0
0
-------------
0
0
-------------
110,000
0
-------------
0
38
MARK DEMICHELE
FORMER BOARD MEMBER (THRU 3/31/21)
(i)
(ii)
0
-------------
0
0
-------------
0
0
-------------
110,000
0
-------------
0
0
-------------
0
0
-------------
110,000
0
-------------
0
39
PETER G HANELT CPA
FORMER BOARD MEMBER (THRU 3/31/21)
(i)
(ii)
0
-------------
0
0
-------------
0
0
-------------
110,000
0
-------------
0
0
-------------
0
0
-------------
110,000
0
-------------
0
40
ANTOINETTE HARDY-WALLER MJ BSN RN
FORMER BOARD MEMBER (THRU 3/31/21)
(i)
(ii)
0
-------------
0
0
-------------
0
0
-------------
110,000
0
-------------
0
0
-------------
0
0
-------------
110,000
0
-------------
0
41
PATRICK STEELE
FORMER BOARD MEMBER (THRU 3/31/21)
(i)
(ii)
0
-------------
0
0
-------------
0
0
-------------
110,000
0
-------------
0
0
-------------
0
0
-------------
110,000
0
-------------
0
42
ANGELA ARCHON
FORMER BOARD MEMBER (THRU 3/31/21)
(i)
(ii)
0
-------------
0
0
-------------
0
0
-------------
100,000
0
-------------
0
0
-------------
0
0
-------------
100,000
0
-------------
0
43
GERALDINE BEDNASH PHD RN FAAN
FORMER BOARD MEMBER (THRU 3/31/21)
(i)
(ii)
0
-------------
0
0
-------------
0
0
-------------
100,000
0
-------------
0
0
-------------
0
0
-------------
100,000
0
-------------
0
44
JAMES P HAMILL
FORMER BOARD MEMBER (THRU 3/31/21)
(i)
(ii)
0
-------------
0
0
-------------
0
0
-------------
100,000
0
-------------
0
0
-------------
0
0
-------------
100,000
0
-------------
0
45
PHOEBE YANG
FORMER BOARD MEMBER (THRU 3/31/21)
(i)
(ii)
0
-------------
0
0
-------------
0
0
-------------
100,000
0
-------------
0
0
-------------
0
0
-------------
100,000
0
-------------
0
46
GARY R YATES MD
FORMER BOARD MEMBER (THRU 3/31/21)
(i)
(ii)
0
-------------
0
0
-------------
0
0
-------------
100,000
0
-------------
0
0
-------------
0
0
-------------
100,000
0
-------------
0
Schedule J (Form 990) 2021
Schedule J (Form 990) 2021
Page
3
Part III
Supplemental Information
Provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II. Also complete this part for any additional information.
Return Reference
Explanation
PART I, LINE 1A
FIRST CLASS AND CHARTER TRAVEL AND UPGRADES TO SUCH ARE TREATED ON AN EXCEPTION BASIS ACCORDING TO COMMONSPIRIT HEALTH POLICY (SEE SCHEDULE O). SUCH FIRST CLASS TRAVEL WAS PROVIDED TO TWO BOARD MEMBERS/OFFICERS, AND TWO KEY EMPLOYEES. NO AMOUNTS HAVE BEEN INCLUDED AS REPORTABLE COMPENSATION AS THESE TRAVEL EXPENSES WERE INCURRED FOR BUSINESS PURPOSES. TAX GROSS-UP PAYMENTS WERE PROVIDED TO THREE HIGHEST COMPENSATED EMPLOYEES. THESE GROSS-UP PAYMENTS WERE INCLUDED AS TAXABLE COMPENSATION TO THE LISTED PERSONS. CLUB DUES HAVE BEEN PAID BY DIGNITY HEALTH FOR BUSINESS USE BY ONE KEY EMPLOYEE AND ONE HIGHEST COMPENSATED EMPLOYEE. NO AMOUNTS HAVE BEEN REPORTED AS INCOME AS NO CLUB DUES HAVE BEEN REIMBURSED FOR PERSONAL PURPOSES. DIGNITY HEALTH DOES NOT PAY OR REIMBURSE FOR ANY HEALTH CLUB MEMBERSHIPS. SECURITY SERVICES, INCLUDING VEHICLES AND DRIVERS, ARE PROVIDED TO AN OFFICER PURSUANT TO A QUALIFIED SECURITY ASSESSMENT, AND AS SUCH, NO AMOUNTS HAVE BEEN REPORTED AS INCOME.
PART I, LINE 3
DURING THE TAX YEAR, DIGNITY HEALTH USED THE FOLLOWING TO ESTABLISH THE CEO'S COMPENSATION: (1) HUMAN RESOURCES AND COMPENSATION COMMITTEE OF THE COMMONSPIRIT HEALTH ("COMMONSPIRIT") BOARD OF STEWARDSHIP TRUSTEES ("BOARD"); (2) INDEPENDENT COMPENSATION CONSULTANT; (3) COMPENSATION SURVEY OR STUDY; AND (4) APPROVAL BY THE BOARD OR HUMAN RESOURCES AND COMPENSATION COMMITTEE. IN EARLY 2019, COMMONSPIRIT, OBTAINED AN INDEPENDENT, OUTSIDE REVIEW OF THE APPROPRIATE ANNUAL STIPEND TO BE PROVIDED TO ITS BOARD AND BOARD COMMITTEE MEMBERS. THE REVIEW INCLUDED COMPARABILITY DATA AND REPORTED OUT ON REASONABLE AND APPROPRIATE STIPEND RANGES. THE SPONSORSHIP AND GOVERNANCE COMMITTEE OF THE COMMONSPIRIT BOARD CONSIDERED THE DATA AND RANGES AND MADE A RECOMMENDATION TO THE COMMONSPIRIT BOARD AS TO REASONABLE AND APPROPRIATE STIPEND LEVELS, WHICH THE BOARD APPROVED.
PART I, LINES 4A-B
PART I, 4A: IN ACCORDANCE WITH AN EXECUTIVE SEVERANCE POLICY, DIGNITY HEALTH'S LISTED PERSONS ARE PROVIDED WITH MARKET-STANDARD COMPENSATION RANGING FROM PAYMENTS OF 18-24 MONTHS OF BASE COMPENSATION, DEPENDING ON THE EXECUTIVE'S POSITION, IN THE EVENT OF A POSITION ELIMINATION OR OTHER INVOLUNTARY TERMINATION. THE FOLLOWING REPORTABLE INDIVIDUALS RECEIVED SEVERANCE PAYMENTS FROM DIGNITY HEALTH DURING THE 2021 CALENDAR YEAR, AND THESE SEVERANCE PAYMENTS WERE INCLUDED IN THE INDIVIDUALS' W-2 INCOME AND REPORTABLE COMPENSATION ON PART VII AND SCHEDULE J, PART II, COLUMN (B)(III): C. COVA, $1,633,142 AND D. LEE, $1,351,284. PART I, 4B: CERTAIN LISTED PERSONS EMPLOYED BY DIGNITY HEALTH PARTICIPATE IN THE DIGNITY HEALTH EXCESS BENEFIT PLAN, A NONQUALIFIED SUPPLEMENTAL BENEFIT PLAN LIMITED TO PARTICIPANTS IN THE DIGNITY HEALTH RETIREMENT PLAN WHOSE BENEFITS ARE AFFECTED BY THE LIMITATIONS IMPOSED BY SECTIONS 401(A)(17) AND 415 OF THE INTERNAL REVENUE CODE. BENEFIT SERVICE UNDER THIS PLAN WAS FROZEN AS OF JANUARY 1, 2008. PAYMENTS PURSUANT TO THE PLAN ARRANGEMENT FOR ONE HIGHEST COMPENSATED EMPLOYEE OCCURRED DURING 2021 INCLUDE: C. COVA $1,011,320. THE FOLLOWING FORMER KEY EMPLOYEE, WHO TERMINATED HIS EMPLOYMENT WITH DIGNITY HEALTH IN 2019, RECEIVED THE DIGNITY HEALTH EXCESS BENEFIT PLAN PAYMENT FROM DIGNITY HEALTH DURING 2021 CALENDAR YEAR, AND THIS PAYMENT WAS INCLUDED IN THE INDIVIDUAL'S W-2 INCOME AND REPORTABLE COMPENSATION ON PART VII AND SCHEDULE J, PART II, COLUMN (B)(III): T. PANKS, $197,031. CERTAIN LISTED PERSONS EMPLOYED BY DIGNITY HEALTH ARE ELIGIBLE TO PARTICIPATE IN NON-QUALIFIED 457(F) PLANS THAT ARE SUBJECT TO SUBSTANTIAL RISK OF FORFEITURE, AS REQUIRED BY THE IRS. THE 2007 EXECUTIVE DEFERRED COMPENSATION PLAN IS FOR EXECUTIVES HIRED PRIOR TO JUNE 30, 2006. THE BENEFIT IS INTENDED TO BRIDGE THE DIFFERENCE, IF ANY, BETWEEN THE BENEFIT PROVIDED UNDER THE DIGNITY HEALTH EXCESS BENEFIT PLAN HAD BENEFIT SERVICE NOT BEEN FROZEN AT JANUARY 1, 2008, AND THE BENEFITS PROVIDED FROM ALL OTHER QUALIFIED AND NON-QUALIFIED PLANS. BENEFITS VEST UNDER THIS 457(F) PLAN AT THE LATER OF THE DATE THE PARTICIPANT ATTAINS AGE 62 OR IS CREDITED WITH 15 YEARS OF SERVICE. THE 2010 EXECUTIVE DEFERRED COMPENSATION PLAN IS FOR CERTAIN OFFICERS AND KEY EMPLOYEES, PRIMARILY THOSE WHO ARE NOT ELIGIBLE TO PARTICIPATE IN THE DIGNITY HEALTH EXCESS BENEFIT PLAN OR THE 2007 EXECUTIVE DEFERRED COMPENSATION PLAN DESCRIBED ABOVE. THIS BENEFIT PROVIDES AN ANNUAL ACCRUAL OF 10% OF TOTAL COMPENSATION AND IS PAYABLE ANNUALLY ON JULY 1 ONCE VESTED, WHICH IS AGE 62 WITH 5 YEARS OF SERVICE. THE PLAN ALSO ALLOWS FOR SPECIAL AWARDS. PAYMENTS PURSUANT TO THE PLAN ARRANGEMENTS FOR TWO BOARD MEMBERS/OFFICERS, ONE OFFICER, FIVE KEY EMPLOYEES AND THREE HIGHEST COMPENSATED EMPLOYEE OCCURRED DURING 2021 INCLUDE M. O'QUINN, $425,001; E. SHIH, $436,130; L. DEAN, $6,101,062; C. FRANCIS, $926,185; L. HUNT, $236,940; F. NAJJAR, $246,955; D. ROBINSON, $216,600; R. WIEBE, $247,601; C. COVA, $41,338; L. HARTING, $510,246 AND J. VANBOENING, $151,894. CERTAIN LISTED PERSONS EMPLOYED BY DIGNITY HEALTH PARTICIPATE IN THE DIGNITY HEALTH SUPPLEMENTAL EXECUTIVE RETENTION/RETIREMENT PLAN, A NONQUALIFIED SUPPLEMENTAL BENEFIT PLAN WHICH IN 2002 WAS OFFERED TO MEMBERS OF THE EXECUTIVE MANAGEMENT TEAM BY THE DIGNITY HEALTH BOARD OF DIRECTORS AND WOULD BE PAID ONLY IF THE EXECUTIVES STAYED WITH THE ORGANIZATION FOR A SPECIFIED NUMBER OF YEARS AS THE PRIMARY PURPOSE OF THIS PLAN IS TO PROVIDE FOR THE RETENTION AND RETIREMENT OF THE PARTICIPANTS. THE EXECUTIVE MANAGEMENT TEAM IS RECRUITED FROM STABLE CAREERS IN ORGANIZATIONS FROM ACROSS THE COUNTRY AND FROM VARIOUS INDUSTRIES. DUTIES ARE BOTH EXTENSIVE AND COMPLEX AND REQUIRE SUBSTANTIAL AND DIVERSE EXPERIENCE AND SKILL SETS TO EXECUTE THEIR ROLES SUCCESSFULLY. THE CALCULATION FOR THE PAYMENTS TO EACH EXECUTIVE ARE BASED ON THE VALUE OF A FINAL AVERAGE PAY ANNUITY BENEFIT BASED ON RETIREMENT AGE AND SERVICE YEARS TO THE ORGANIZATION. DISTRIBUTION OCCURS EACH JULY 1 IF THE PLAN FORMULA WARRANTS A PAYMENT. NO PAYMENTS PURSUANT TO THE PLAN ARRANGEMENT OCCURRED DURING 2021. DURING THE 2021 CALENDAR YEAR, COMMONSPIRIT MAINTAINED A SUPPLEMENTAL NON-QUALIFIED DEFERRED COMPENSATION PLAN FOR DIVISION CEOS/PRESIDENTS AND OTHER DESIGNATED COMMONSPIRIT EXECUTIVES AT THE LEVEL OF SENIOR VICE PRESIDENT AND ABOVE. NO REPORTABLE INDIVIDUALS RECEIVED DISTRIBUTIONS FROM THE COMMONSPIRIT DEFERRED COMPENSATION PLAN DURING 2021; HOWEVER, DUE TO THE "SUPER" VESTING RULES UNDER THE DEFERRED COMPENSATION PLAN, PARTICIPANTS WHO HAVE MET CERTAIN REQUIREMENTS SUCH AS INVOLUNTARY TERMINATION WITHOUT CAUSE, AGE, A COMBINATION OF AGE AND YEARS OF SERVICE, OR MORE THAN 5 YEARS OF PLAN PARTICIPATION ARE ELIGIBLE TO RECEIVE THEIR 2021 CONTRIBUTIONS IN CASH. DURING 2021, THE FOLLOWING PAYMENTS WERE MADE PURSUANT TO THE SUPER VESTING RULES: MICHELLE COOPER, $52,336; PHILIP FOSTER, $54,370; THOMAS KOPFENSTEINER, $159,826; MITCH MELFI, $174,625; KATHLEEN SANFORD, $128,979 AND DANIELLE WEBER, $49,938. COMPENSATION AMOUNTS FOR THE SUPPLEMENTAL NONQUALIFIED RETIREMENT PLANS DISCUSSED ABOVE ARE REPORTED AS DEFERRED COMPENSATION IN THE YEAR ACCRUED (SCHEDULE J, PART II, COLUMN C) AND ARE REFLECTED AGAIN AS OTHER REPORTABLE COMPENSATION IN THE YEAR PAID (SCHEDULE J, PART II, COLUMN B(III)).
SCHEDULE J, PART II
DIGNITY HEALTH FOLLOWS COMMONSPIRIT'S EXECUTIVE COMPENSATION PHILOSOPHY. COMMONSPIRIT'S EXECUTIVE COMPENSATION PHILOSOPHY IS DESIGNED TO ASSIST COMMONSPIRIT AND ITS RELATED ORGANIZATIONS IN ATTRACTING AND RETAINING THE CALIBER OF EXECUTIVES REQUIRED TO ENABLE ORGANIZATION TO FULFILL ITS MISSION OF PROVIDING HIGH QUALITY HEALTHCARE FOR ALL PERSONS REGARDLESS OF THEIR ABILITY TO PAY FOR SERVICES, IMPROVING THE QUALITY OF LIFE IN THE COMMUNITIES IT SERVES, PROMOTING PATIENT AND EMPLOYEE SATISFACTION, AND ENSURING FINANCIAL STABILITY. A SUBSTANTIAL PORTION OF EXECUTIVE COMPENSATION IS PERFORMANCE BASED AND IS LINKED TO ORGANIZATIONAL GOALS APPROVED IN ADVANCE BY THE HUMAN RESOURCES AND COMPENSATION COMMITTEE. THESE GOALS INCLUDE ATTAINMENT OF ANNUAL AND LONG-TERM FINANCIAL PERFORMANCE, CERTAIN HEALTHCARE QUALITY STANDARDS AND THE ORGANIZATION'S COMMITMENT TO SERVING THE POOR AND DISENFRANCHISED IN THE COMMUNITIES IT SERVES. TOTAL COMPENSATION, WHICH INCLUDES BASE SALARY, ANNUAL AND LONG-TERM INCENTIVE COMPENSATION, IS ESTABLISHED TO APPROXIMATE THE PREVAILING MARKET CONDITIONS FOR EXECUTIVES OF COMPANIES OF SIMILAR SIZE, REVENUES AND COMPLEXITY. PAYMENTS PURSUANT TO A LONG-TERM FINANCIAL PERFORMANCE GOAL WERE PAID IN CALENDAR YEAR 2021.
Schedule J (Form 990) 2021
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