| PART I, LINES 4A-B |
PART I, 4A DIGNITY HEALTH'S CERTAIN LISTED PERSONS PARTICIPATE IN A SEVERANCE PLAN THAT PROVIDES MARKET-STANDARD COMPENSATION, RANGING FROM PAYMENTS OF 1 TO 2 YEARS OF BASE COMPENSATION, DEPENDING ON THE EXECUTIVE'S POSITION, IN THE EVENT OF A POSITION ELIMINATION OR OTHER INVOLUNTARY TERMINATION, IN ACCORDANCE WITH THE GUIDELINES OF THE PLAN. PAYMENTS PURSUANT TO THE PLAN ARRANGEMENT OCCURRED DURING 2019 INCLUDE: K. CALLAHAN, $1,108,341; M. CONNICK, $1,149,151; R. GROSSMAN, $2,900,392; T. PANKS, $788,219; J. BIETSCH, $393,444; P. WEST, $1,139,567 AND D. WISE, $2,705,458. FOR CERTAIN REPORTABLE INDIVIDUALS EMPLOYED BY COMMONSPIRIT, PRIOR TO 2019, POST-TERMINATION PAYMENTS ARE ADDRESSED IN EXECUTIVE EMPLOYMENT AGREEMENTS FOR EMPLOYEES AT THE LEVEL OF VICE PRESIDENT AND ABOVE. THESE EMPLOYMENT AGREEMENTS REQUIRE THAT IN ORDER FOR THE EXECUTIVE TO RECEIVE POST-TERMINATION PAYMENTS, THESE INDIVIDUALS MUST EXECUTE A GENERAL RELEASE AND SETTLEMENT AGREEMENT. POST-TERMINATION PAYMENT ARRANGEMENTS ARE PERIODICALLY REVIEWED FOR OVERALL REASONABLENESS IN LIGHT OF THE EXECUTIVE'S OVERALL COMPENSATION PACKAGE. OFFICERS, KEY EMPLOYEES AND CERTAIN HIGHLY COMPENSATED EMPLOYEES WHO BEGAN EMPLOYMENT AFTER NOVEMBER 1ST OF 2019 ARE COVERED BY A SEVERANCE POLICY THAT PROVIDES MARKET-STANDARD COMPENSATION, RANGING FROM PAYMENTS OF 1 TO 2 YEARS OF BASE COMPENSATION, DEPENDING ON THE EXECUTIVE'S POSITION, IN THE EVENT OF A POSITION ELIMINATION OR OTHER INVOLUNTARY TERMINATION, IN ACCORDANCE WITH THE GUIDELINES OF THE POLICY. NO PAYMENTS PURSUANT TO THE PLAN ARRANGEMENT OCCURRED DURING 2019. PART I, 4B CERTAIN LISTED PERSONS 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 OCCURRED DURING 2019 INCLUDE: M. CONNICK, $642,450 AND R. GROSSMAN $2,793,750. COMMONSPIRIT, A RELATED ORGANIZATION, MAINTAINED A SUPPLEMENTAL NON-QUALIFIED DEFERRED COMPENSATION PLAN FOR ITS DIVISION CEOS/HOSPITAL PRESIDENTS AND OTHER DESIGNATED COMMONSPIRIT EXECUTIVES AT THE LEVEL OF SENIOR VICE PRESIDENT AND ABOVE. NO PAYMENTS PURSUANT TO THE PLAN ARRANGEMENT OCCURRED DURING 2019. DIGNITY HEALTH'S CERTAIN LISTED PERSONS 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 OCCURRED DURING 2019 INCLUDE L. DEAN, $3,042,693; M. O'QUINN, $326,231 E. SHIH, $496,573; C. COVA, $534,953; L. HARTING, $1,722,082; L. HUNT, $270,976; J. LAND, $551,926, J. VANBOENING, $121,270, R. WIEBE, $189,492 AND D. WISE, $988,431. CERTAIN LISTED PERSONS EMPLOYED BY COMMONSPIRIT, PARTICIPATE IN A DEFERRED COMPENSATION PLAN. DUE TO THE "SUPER" VESTING RULES UNDER COMMONSPIRIT HEALTH'S DEFERRED COMPENSATION PLAN, PARTICIPANTS WHO HAVE MET CERTAIN REQUIREMENTS SUCH AS INVOLUNTARY TERMINATION WITHOUT CAUSE, AGE, AGE AND YEARS OF SERVICE, OR MORE THAN 5 YEARS OF PLAN PARTICIPATION, ARE ELIGIBLE TO RECEIVE THEIR 2019 CONTRIBUTIONS IN CASH. THESE CASH PAYOUTS ARE INCLUDED IN (III) OTHER REPORTABLE COMPENSATION ON SCHEDULE J PART II. PAYMENTS PURSUANT TO THE PLAN ARRANGEMENTS OF THE SUPER VESTING RULES DURING 2019 INCLUDE: P. EDGETT, III, $141,855; T. KOPFENSTEINER, $132,155; K. LOFTON, $533,406; M. MELFI, $141,771; K. SANFORD, $102,897 AND P. WEBB, $144,939. CERTAIN LISTED PERSONS 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 2019. 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 REPORTABLE COMPENSATION IN THE YEAR PAID (SCHEDULE J, PART II, COLUMN B(III)). |