2024-05-15T09:11:18+00:00 2023-06-30 390859910 BAKER TILLY US LLP 1570 Fruitville Pike Suite 400 Lancaster PA 17601 990 2022-07-01 222691718 UPMC Pinnacle Foundation UPMC 7172318245 PO BOX 8700 HARRISBURG PA 171058700 GREG MITSTIFER CHIEF FINANCIAL OFFICER 7172318245 2024-05-15 true GREG MITSTIFER 999009999 false Kerri N Bogda CPA P00760402 7177404863 2022 2023-04-26 12:10:37Z GREG MITSTIFER PO BOX 8700 HARRISBURG PA 171058700 95151908 false X www.upmc.com/CAMPAIGNS/SOUTHCENTRAL-PA X 1985 PA INVESTMENT AND FUNDRAISING ACTIVITIES FOR THE BENEFIT OF RELATED TAX-EXEMPT ORGANIZATIONS. 24 20 0 20 0 0 393024 264139 0 0 7811473 4304588 -15348 72764 8189149 4641491 11195127 7782092 0 0 808 0 10200 10200 1290246 2631946 3159463 13838081 10951755 -5648932 -6310264 143289508 137660118 72304204 67384052 70985304 70276066 THROUGH CHARITABLE GIVING, THE UPMC PINNACLE FOUNDATION SUPPORTS COMMUNITY BENEFIT AND EDUCATION PROGRAMS, NEEDS OF OUR HOSPITALS, AND PROVIDES RESOURCES THAT IMPROVE ACCESS AND THE QUALITY OF CARE THROUGHOUT UPMC PINNACLE. false false 8888272 7782092 0 UPMC PINNACLE FOUNDATION ("FOUNDATION') ENGAGES IN INVESTMENT AND FUNDRAISING ACTIVITIES FOR THE BENEFIT OF RELATED TAX-EXEMPT ORGANIZATIONS. THROUGH INVESTMENT AND FUNDRAISING ACTIVITIES, UPMC PINNACLE FOUNDATION SUPPORTS A WIDE SPECTRUM OF HEALTHCARE AND WELLNESS SERVICES SUCH AS PREVENTION EDUCATION PROGRAMS, COMMUNITY AWARENESS AND EDUCATION, SUPPORT GROUPS AND FREE AND DISCOUNTED HEALTH SCREENINGS DESIGNED TO IMPROVE ACCESS TO CARE, REDUCE BARRIERS TO TREATMENT AND IMPROVE OVERALL HEALTH AND QUALITY OF LIFE FOR THE REGION. FOUNDATION FUNDS SUPPORT AND UNDER-GIRD TECHNOLOGICAL INNOVATION AND DIRECTLY IMPACT THE DIVERSE NEEDS OF VULNERABLE, UNINSURED AND UNDERINSURED POPULATIONS. 8888272 true true false false false false false false true false false false false true true false true false false false false false false true false false true true true false false false false false false false false false false false false false true false false false true X 0 0 0 false false false false false true true false false false false false false X 24 20 false false false false true true true true true false false true true true true true true true true false PA X GREG MITSTIFER CHIEF FINANCIAL OFFICER 7172318032 PO BOX 8700 HARRISBURG PA 171058700 Julie Trogner Board Chair 1.0 1.0 X X 0 0 0 Louis Baverso President & COO 1.0 40.0 X X 0 874462 124650 Philip W Guarneschelli President & CEO (R 9/22) 1.0 40.0 X X 0 1474461 62394 Robin Zellers Board Vice Chair 1.0 0 X X 0 0 0 Abigail Fortino Director 1.0 0 X 0 0 0 Andrea Jones Director 1.0 0 X 0 0 0 Arelis Perez Director 1.0 0 X 0 0 0 Brian Greth Director 1.0 0 X 0 0 0 Catherine Wilsbach Director 1.0 0 X 0 0 0 Daniel Kambic DO Director/Physician 1.0 40.0 X 0 140729 11664 Danielle Ladie MD Director 1.0 0.0 X 0 0 0 Douglas Neidich Director 1.0 1.0 X 0 0 0 Edward Black Director 1.0 0 X 0 0 0 Joseph Iandolo Director/VP, Operations UPMC Memorial 1.0 40.0 X 0 233546 27462 Julianne Rich MD Director 1.0 0 X 0 0 0 Kathy Darowish Director 1.0 0 X 0 0 0 Kenneth Oken MD Director/Physician 1.0 40.0 X 0 467619 48291 Kristen Hollinger Director 1.0 0 X 0 0 0 Kurt Twiford Director 1.0 0 X 0 0 0 Leigh Ann Wilson Director 1.0 0 X 0 0 0 Rebecca McClure Director 1.0 0 X 0 0 0 Ursula Siverling Director 1.0 0 X 0 0 0 Vince Champion Director 1.0 0 X 0 0 0 Yasmine Coleman Director 1.0 0 X 0 0 0 Zachary Khuri Director 1.0 0 X 0 0 0 Alison Bernhardt Treasurer/VP & CFO (R 1/23) 1.0 40.0 X 0 550610 23254 Amanda Morgan Assistant Treasurer 1.0 40.0 X 0 194961 27111 Christine Miller Esq Secretary/Assoc. Counsel 1.0 40.0 X 0 408203 62532 Greg Mitstifer CFO 1.0 40.0 X 0 193220 31687 Kerry Maloney Assistant Secretary 1.0 40.0 X 0 171153 22978 Jessica Ritchie Chief Development Officer and President 40.0 0.0 X 0 229304 27984 0 4938268 470007 0 false true false 0 168640 95499 264139 0 0 0 0 0 2104339 2104339 0 0 92615315 90415066 2200249 0 2200249 2200249 168115 168640 95351 72764 72764 0 0 0 0 0 4641491 0 0 4377352 7660682 7660682 121410 121410 1255481 213431 163213 878837 6705 6705 10200 10200 610024 610024 161155 96553 0 64602 9296 9296 181635 156907 24728 88353 3039 85314 50 50 21958 21958 10029 340 9689 OTHER EXPENSES 658897 522241 136656 MEDICAL SUPPLIES 56724 56724 DUES AND SUBSCRIPTIONS 43865 43865 REPAIRS AND MAINTENANCE 25719 4280 21439 29572 24002 0 5570 10951755 8888272 773237 1290246 38369053 409491 11301043 13870119 0 0 0 0 26500 0 0 0 0 93592912 123380508 0 0 0 0 143289508 137660118 33321 36060 0 0 72270883 67347992 72304204 67384052 X 70710916 69956176 274388 319890 70985304 70276066 143289508 137660118 X -6310264 2250161 3350865 X false true X true false X X 9 UPMC PINNACLE HOSPITALS 251778644 3 false 3028423 0 PINNACLE HEALTH MEDICAL SERVICES 251709054 3 false 4095261 0 COMMUNITY LIFE TEAM 231890444 9 false 0 0 UPMC LITITZ 820844453 3 false 0 0 UPMC CARLISLE 820880337 3 false 0 0 UPMC PINNACLE LANCASTER 820896436 3 false 0 0 UPMC MEMORIAL 820912090 3 false 0 0 UPMC HANOVER 231360851 3 false 0 0 PINNACLE HEALTH REGIONAL PHYSICIANS 820947698 3 false 0 0 9 7123684 0 false false false false false false false false false false false false false false false true false Schedule A, Part IV, Section A, Line 1 Supported Orgs Listed By Name THE GOVERNING DOCUMENTS OF UPMC PINNACLE FOUNDATION DO NOT SPECIFICALLY NAME THE ORGANIZATIONS TO WHICH SUPPORT IS PROVIDED; HOWEVER, they DO MEET THE REQUIREMENTS OF SECTION 509(A)-4(D)(2)(I) BY DESIGNATING ITS PUBLICLY SUPPORTED ORGANIZATIONS TO BE ANY OTHER ORGANIZATION AFFILIATED WITH THE CORPORATION WHICH QUALIFIES AS AN EXEMPT ORGANIZATION UNDER SECTIONS 501(C)(3), 509(A)(1), OR 509(A)(2). UPMC PINNACLE, THE PARENT COMPANY FOR ALL LISTED SUPPORTED ORGANIZATIONS, IS MENTIONED NUMEROUS TIMES IN THE BY-LAWS AND REFLECTS THE INTER-CONNECTEDNESS OF THE FILING ORGANIZATION, ITS PARENT, AND SUPPORTED ORGANIZATIONS. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 25671515 1864209 1236477 1144346 27627855 29144799 727091 -3127665 1072710 25671515 20773914 1447207 7646851 723173 29144799 29612614 -6870187 1968513 20773914 41889128 -381470 11895044 29612614 0.84 0.16 0.0 false false DUE TO Exempt Affiliates 24857156 RESTRICTED ASSETS HELD FOR UPMC PINNACLE HOSPITALS 42490836 67347992 X Schedule D, Part V, Line 4 Intended uses of endowment funds THE PURPOSE OF THE ENDOWMENT IS TO SUPPORT VARIOUS PROGRAMS OF UPMC PINNACLE HOSPITALS AND AFFILIATED ENTITIES WHILE ADHERING TO DONOR RESTRICTIONS. Schedule D, Part X, Line 2 FIN 48 (ASC 740) footnote AN EXTERNAL AUDIT IS COMPLETED AT A CONSOLIDATED UPMC SYSTEM LEVEL ONLY, INCLUDING UPMC AND ALL TAXABLE AND TAX-EXEMPT SUBSIDIARIES. TAX BENEFITS ARE RECOGNIZED WHEN IT IS MORE LIKELY THAN NOT THAT A TAX POSITION WILL BE SUSTAINED UPON EXAMINATION BY THE TAX AUTHORITIES BASED ON THE TECHNICAL MERITS OF THE POSITION. SUCH TAX POSITIONS ARE MEASURED AS THE LARGEST AMOUNT OF TAX BENEFIT THAT IS GREATER THAN 50% LIKELY TO BE REALIZED UPON ULTIMATE SETTLEMENT WITH THE TAX AUTHORITIES ASSUMING FULL KNOWLEDGE OF THE POSITION AND ALL RELEVANT FACTS. AS OF JUNE 30, 2023, UPMC DOES NOT HAVE ANY UNCERTAIN TAX POSITIONS RECORDED. Fredricksen Golf Tournament 2023 133515 74719 58796 27748 10380 Hanover Golf Tournament 80800 42895 37905 11165 10747 764 3 122440 51026 71414 19828 10773 3946 336755 168640 168115 38913 30575 10773 15090 95351 72764 true UPMC PINNACLE PO BOX 8700 HARRISBURG PA 171058700 251778658 501(C)(3) 208988 GENERAL OPERATIONS UPMC PINNACLE HOSPITALS PO BOX 8700 HARRISBURG PA 171058700 251778644 501(C)(3) 3028423 GENERAL OPERATIONS PINNACLE HEALTH MEDICAL SERVICES PO BOX 8700 HARRSIBURG PA 171058700 251709054 501(C)(3) 4095261 GENERAL OPERATIONS AK Beatz LLC 117 South Duke Street York PA 17401 472403801 N/A 10000 Support for Senior Music Therapy Pilot Program Community Check up Center of South Harrisburg 38C Hall Manor Harrisburg PA 17104 251724315 501(c)(3) 10000 Support for Community Check-up Center of South Harrisburg for equipment Lancaster LGBTQ Coalition 117 E Chestnut Street Lancaster PA 17603 834397220 501(c)(3) 10000 LGBTQ+ subsidized housing and overnight emergency shelter United Way of the Capital Region 2235 Millennium Way Enola PA 17025 231352095 501(c)(3) 10000 Support of the United Way Contact to Care program Safe Harbour Inc 102 W High Street Carlisle PA 17013 232405118 501(c)(3) 10000 Support of Safe Harbour mission Alder Health Services 100 N Cameron Street Harrisburg PA 17101 232485020 501(c)(3) 20000 Support for Community Partners initiative at Alder Health Partnership for Better Health 274 Wilson Street Carlisle PA 17013 231352161 501(c)(3) 52133 Support of Partnership for Better Health Match Madness campaign Veterans Outreach of Pennsylvania PO Box 6127 HArrisburg PA 17112 832701544 501(c)(3) 30000 Support for Veterans Outreach to combat veteran homelessness Lebanon Valley College 101 N College Ave Annville PA 17003 231352354 501(c)(3) 50000 Support of LVC's Nursing Program Operations Tricounty Regional Planning Commission 112 Market Street 2nd Flr Harrisburg PA 17101 231632331 N/A 11700 Susque Cycle bikeshare sponsorship UPMC Hanover PO Box 8700 Harrisburg PA 171058700 231360851 501(c)(3) 5533 GENERAL OPERATIONS Hanover Apothocary Inc 310 Stock Street HAnover PA 17331 030594256 N/A 7881 Underprivileged patient medication reimbursements 12 3 Scholarships 47 121410 Schedule I, Part I, Line 2 Procedures for monitoring use of grant funds. The organization primarily provides grants or assistance to its related tax-exempt organizations and employees of these organizations who may be in need of emergency assistance. Many of the grants are reimbursements of expenses that have already been incurred and submitted for approval; therefore, the need for monitoring the use of funds after they have been granted is not necessary. Currently all expenses that are submitted for reimbursement from grant funds are reviewed by the project managers, director of development, corporate finance, and the vice president of development to verify the expenditure satisfies the intent of the grant. Each grant has a separate Foundation Fund account with a written expenditure protocol. All expenditure reimbursements are reviewed to determine alignment with the protocol prior to receiving the final approval for disbursement from the vice president of development. Each protocol outlines clearly into which fund the grant money will be received, the date of the granting period, and the authorizing authority for the grant money. All funds going into or out of the grant fund are accounted for. The organization also provides tuition-based scholarships for qualified nursing degree students. Amounts are paid directly to the school on the students' behalf once the organization receives the tuition statement. true true false false false false false true false Louis Baverso President & COO 0 442253 0 375000 0 57209 0 86885 0 37765 0 999112 0 54897 Philip W Guarneschelli President & CEO (R 9/22) 0 581892 0 540000 0 352569 0 24400 0 37994 0 1536855 0 0 Kenneth Oken MD Director/Physician 0 467619 0 0 0 0 0 25335 0 22956 0 515910 0 0 Daniel Kambic DO Director/Physician 0 140729 0 0 0 0 0 11599 0 65 0 152393 0 0 Joseph Iandolo Director/VP, Operations UPMC Memorial 0 182886 0 50000 0 660 0 14453 0 13009 0 261008 0 0 Alison Bernhardt Treasurer/VP & CFO (R 1/23) 0 341430 0 200000 0 9180 0 18785 0 4469 0 573864 0 8400 Greg Mitstifer CFO 0 159917 0 33000 0 303 0 11531 0 20156 0 224907 0 0 Amanda Morgan Assistant Treasurer 0 165783 0 28875 0 303 0 12219 0 14892 0 222072 0 0 Christine Miller Esq Secretary/Assoc. Counsel 0 224777 0 182116 0 1310 0 38479 0 24053 0 470735 0 0 Kerry Maloney Assistant Secretary 0 144796 0 25000 0 1357 0 3000 0 19978 0 194131 0 0 Jessica Ritchie Chief Development Officer and President 0 228919 0 0 0 385 0 15032 0 12952 0 257288 0 0 Schedule J, Part I, Line 3 Arrangement used to establish the top management official's compensation UPMC PINNACLE FOUNDATION RELIES ON UPMC PINNACLE, A RELATED ORGANIZATION, TO ESTABLISH COMPENSATION FOR THE ORGANIZATION'S CEO. METHODS USED TO ESTABLISH COMPENSATION BY THE RELAYED ORGANIZATION INCLUDE: - COMPENSATION COMMITTEE - INDEPENDENT COMPENSATION CONSULTANT - COMPENSATION SURVEY OR STUDY - APPROVAL BY THE COMPENSATION COMMITTEE OF THE BOARD Schedule J, Part I, Line 4a Severance or change-of-control payment PHILIP GUARNESCHELLI, PRESIDENT AND CEO, RECEIVED A SEVERANCE PAYMENT IN THE AMOUNT OF $195,608 UPON HIS DEPARTURE FROM THE ORGANIZATION IN CALENDAR YEAR 2022. Schedule J, Part I, Line 4b Supplemental nonqualified retirement plan ALL PERSONS PARTICIPATING IN A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN ARE DISCLOSED IN A SCHEDULE J COLUMN C "RETIREMENT AND OTHER DEFERRED COMPENSATION". DUE TO RESTRICTION IMPOSED BY THE INTERNAL REVENUE CODE ("CODE"), CERTAIN OFFICERS AND KEY EMPLOYEES ARE LIMITED IN THE AMOUNT OF BENEFITS WHICH MAY BE RECEIVED UNDER A TAX QUALIFIED RETIREMENT PROGRAM. LIKE MANY EMPLOYERS, UPMC SUPPLEMENTS ITS RETIREMENT BENEFITS THROUGH A SUPPLEMENTAL RETIREMENT PROGRAM. THE SUPPLEMENTAL RETIREMENT PROGRAM IS SUBJECT TO MULTI YEAR VESTING WHICH PLACES THE OFFICERS KEY EMPLOYEES' RETIREMENT BENEFIT AT RISK OF FORFEITURE IF THE VESTING REQUIREMENTS ARE NOT SATISFIED. ONCE VESTED HOWEVER, PROVISIONS OF THE CODE REQUIRE THAT THE VESTED AMOUNTS BE REPORTED ON THE FORM 990 AND THE VESTED OFFICER OR KEY EMPLOYEE INCLUDE IN CURRENT INCOME THE VALUE OF HER OR HIS SUPPLEMENTAL RETIREMENT BENEFIT. NOTWITHSTANDING THE TAX REQUIREMENT TO RECOGNIZE THE VESTED AMOUNT OF THE SUPPLEMENTAL RETIREMENT BENEFIT AS CURRENT INCOME FOR FICA TAXATION AND REPORTING PURPOSES, THE BENEFIT, WHICH GENERALLY HAS BEEN EARNED OVER HER OR HIS ENTIRE CAREER, HAS NOT AND WILL NOT BE DISTRIBUTED UNTIL THE OFFICER OR KEY EMPLOYEE RETIRES OR SEPARATES FROM SERVICE FROM UPMC AND SATISFIES THE NON-COMPETE PROVISION OF THEIR EMPLOYMENT AGREEMENT AND/OR SATISFY A POST-RETIREMENT SEPARATION AGREEMENT. THE SUPPLEMENTAL RETIREMENT PROGRAM PROVIDES FOR THE CURRENT DISTRIBUTION OF ONLY THE AMOUNT NECESSARY TO SATISFY ANY INCOME TAX LIABILITY RESULTING FROM THE VESTING DURING ACTIVE EMPLOYMENT. FINALLY, IT SHOULD BE NOTED THAT IN ACCORDANCE WITH IRS INSTRUCTIONS, A SUBSTANTIAL PORTION OF THE AMOUNT REPORTED ON THE FORM 990 ATTRIBUTABLE TO SUPPLEMENTAL RETIREMENT PROGRAM VESTING HAS BEEN REPORTED IN PREVIOUSLY FILED FORMS 990. Schedule J, Part I, Line 7 Non-fixed payments UPMC Provides Incentive Compensation as part of its total compensation program for officers and key employees. This component is based upon the accomplishment of predetermined performance goals and objectives which focus on the achievement of multiple annual and three year individual and group performance criteria in the context of appropriate risk taking. These criteria directly support UPMC's mission and include: Patient Quality and Satisfaction, community benefits, operational and financial strength, leadership development, and strategic business initiatives among others. Form 990, Part V, Line 1a UPMC (EIN 23-1423657), A FEDERALLY TAX EXEMPT ENTITY, THE PARENT OF A LARGE INTEGRATED DELIVERY AND FINANCING SYSTEM AND THE PARENT ENTITY OF UPMC PINNACLE, WHO IS THE PARENT OF UPMC PINNACLE FOUNDATION, ISSUES AND FILES ALL FORM 1099S FOR UPMC PINNACLE FOUNDATION. Form 990, Part VI, Line 6 Classes of members or stockholders THE SOLE MEMBER OF THE CORPORATION IS UPMC PINNACLE, A FEDERALLY TAX EXEMPT, STATE NONPROFIT ENTITY (EIN 25-1778658). IN SEPTEMBER 2017 UPMC PINNACLE AFFILIATED WITH UPMC, A WORLD-RENOWNED INTEGRATED HEALTHCARE DELIVERY AND FINANCING SYSTEM, THAT IS AN INTERNATIONAL LEADER IN PROVIDING CLINICAL CARE, GROUND BREAKING RESEARCH AND TREATMENTS WITH LOCATIONS IN WESTERN AND CENTRAL PENNSYLVANIA, MARYLAND, NEW YORK AND AROUND THE WORLD. Form 990, Part VI, Line 7a Members or stockholders electing members of governing body AS SOLE MEMBER OF THE ORGANIZATION, UPMC PINNACLE ELECTS THE BOARD OF DIRECTORS. Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders CERTAIN GOVERNANCE DECISIONS OF THE ORGANIZATION REQUIRE THE APPROVAL OF BOTH THE UPMC PINNACLE BOARD AND THE UPMC BOARD, AS THE SOLE MEMBER OF UPMC PINNACLE. Form 990, Part VI, Line 11b Review of form 990 by governing body THE AUTHORITY AND RESPONSIBILITY FOR REVIEW OF THE FORMS 990 FOR UPMC PINNACLE AND ITS SUBSIDIARIES IS DELEGATED TO THE FINANCE COMMITTEE OF THE UPMC PINNACLE BOARD. board MEMBERS ARE PROVIDED WITH A COPY OF THE FORM 990 PRIOR TO FILING. Form 990, Part VI, Line 12c Conflict of interest policy IN THE PERFORMANCE OF THEIR DUTIES TO UPMC PINNACLE, COVERED PERSONS SHALL SEEK TO ACT IN THE BEST INTERESTS OF UPMC PINNACLE, AND SHALL EXERCISE GOOD FAITH, LOYALTY, DILIGENCE AND HONESTY. A COVERED PERSON IS ANY INDIVIDUAL WHO SERVES IN A FIDUCIARY CAPACITY TO, OR WHO HAS LEGAL AUTHORITY TO REPRESENT OR OBLIGATE, UPMC PINNACLE OR ANY OF ITS AFFILIATED ORGANIZATIONS INCLUDING, BUT NOT LIMITED TO, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS. COVERED PERSONS ALSO INCLUDE A) IMMEDIATE FAMILIES (SPOUSES, CHILDREN, SIBLINGS, PARENTS, OR SPOUSE'S PARENTS), B) ANY ORGANIZATION IN WHICH THEY OR THEIR IMMEDIATE FAMILIES DIRECTLY OR INDIRECTLY I) HAVE A MATERIAL FINANCIAL OR BENEFICIAL INTEREST, OR II) SERVE AS A DIRECTOR, OFFICER, EMPLOYEE, AGENT, ATTORNEY OR SIMILAR CAPACITY. A COVERED PERSON SHALL DISCLOSE ANY BUSINESS OR PERSONAL INTERESTS OR RELATIONSHIPS WHICH MAY BE IN CONFLICT WITH THE INTERESTS OF UPMC PINNACLE, INCLUDING, BUT NOT LIMITED TO (A) ENGAGING IN OR SEEKING TO BE ENGAGED IN (I) THE DELIVERY OF HEALTH CARE SERVICES OR (II) THE DELIVERY OF GOODS OR SERVICES TO UPMC PINNACLE, OR (B) ANY TRANSACTION OR ARRANGEMENT WITH UPMC PINNACLE WHICH WOULD RESULT IN BENEFIT TO COVERED PERSONS. If a potential conflict is identified regarding a specific UPMC activity, the UPMC corporate compliance department, with the assistance of the legal department, either develops a written plan designed to prevent the conflict from influencing decisions related to that activity, or requires that the conflicting relationship be divested, as appropriate. COVERED PERSONS WITH A DOCUMENTED CONFLICT OF INTEREST SHALL NOT VOTE ON THE MATTER, AND THE UPMC PINNACLE BOARD OR COMMITTEE MUST APPROVE, AUTHORIZE, OR RATIFY THE TRANSACTION OR ARRANGEMENT BY A MAJORITY VOTE OF THE NON-INTERESTED DIRECTORS OR COMMITTEE MEMBERS PRESENT AT A MEETING THAT HAS A QUORUM. VIOLATIONS OF THIS STATEMENT OF POLICY MAY SUBJECT COVERED PERSONS TO APPROPRIATE SANCTIONS, INCLUDING REMOVAL FROM THEIR POSITIONS WITH UPMC PINNACLE. Form 990, Part VI, Line 15a Process to establish compensation of top management official The compensation committee of the UPMC Pinnacle Board has the authority to develop and maintain executive compensation to be approved by the UPMC Pinnacle Board of Directors. The compensation committee will follow a diligent process that meets regulatory requirements for a rebuttable presumption of reasonableness and promotes effective governance of executive compensation, consistent with the UPMC Pinnacle compensation philosophy. 1. Follow a process that establishes and maintains a rebuttable presumption of reasonableness for all executives potentially subject to intermediate sanctions. 2. Prepare minutes for each meeting to record the terms of the committee's decisions and the process followed in reaching those decisions. These minutes must include indications that the committee is following good practices in dealing with conflicts of interest and in obtaining and relying on appropriate comparability data on total compensation. 3. Select and directly engage and supervise any consultant hired by upmc pinnacle to advise the committee on executive compensation. 4. Periodically evaluate the appropriateness of this charter and the effectiveness of the process the committee uses in governing executive compensation and report this evaluation to the UPMC Pinnacle board. 5. Monitor changes in laws and regulations pertaining to executive compensation and benefits to see that UPMC Pinnacle complies with them. 6. Seek outside review of committee operations to ensure compliance with the IRS rebuttable presumption of reasonableness. 7. Review actual executive compensation and benefits provided to confirm consistency with compensation and benefits approved by the committee. Form 990, Part VI, Line 15b Process to establish compensation of other employees TO SUPPORT UPMC'S MISSION AND AS SET FORTH IN THE UPMC BYLAWS, THE BOARD OF DIRECTORS HAS FORMED AN EXECUTIVE COMPENSATION COMMITTEE ("COMMITTEE") AND DELEGATED TO IT THE RESPONSIBILITY FOR ESTABLISHMENT AND IMPLEMENTATION OF OFFICER AND KEY EMPLOYEE TOTAL COMPENSATION PROGRAMS. AS PART OF THIS RESPONSIBILITY THE COMMITTEE REPORTS REGULARLY TO THE BOARD OF DIRECTORS. WITH BOARD OF DIRECTORS APPROVAL, THE COMMITTEE HAS ADOPTED A FORMAL CHARTER, WHICH INCLUDES THE ESTABLISHMENT OF A COMPENSATION PHILOSOPHY AND RELATED POLICIES WITH RESPECT TO THE TOTAL COMPENSATION PAID BY UPMC TO ITS OFFICERS AND KEY EMPLOYEES. THE UPMC TOTAL COMPENSATION PROGRAM FOR OFFICERS AND KEY EMPLOYEES IS PREDICATED UPON AN INCENTIVE COMPENSATION COMPONENT. THIS COMPONENT IS BASED UPON THE ACCOMPLISHMENT OF PREDETERMINED PERFORMANCE GOALS AND OBJECTIVES WHICH FOCUS ON THE ACHIEVEMENT OF MULTIPLE ANNUAL AND THREE YEAR INDIVIDUAL AND GROUP PERFORMANCE CRITERIA IN THE CONTEXT OF APPROPRIATE RISK TAKING. THESE CRITERIA DIRECTLY SUPPORT UPMC'S MISSION AND INCLUDE: PATIENT QUALITY AND SATISFACTION, COMMUNITY BENEFITS, OPERATIONAL AND FINANCIAL STRENGTH, LEADERSHIP DEVELOPMENT, AND STRATEGIC BUSINESS INITIATIVES AMONG OTHERS. THE TOTAL COMPENSATION PROGRAM IS INTEGRATED WITH AND REINFORCES THE UPMC BUSINESS PLANNING CYCLE AS WELL AS MANAGEMENT DEVELOPMENT AND SUCCESSION PLANNING PROCESSES. IT IS THE COMMITTEE'S JUDGMENT THAT THE STRUCTURE OF THE TOTAL COMPENSATION PROGRAM IS VITAL TO, AND STRONGLY SUPPORTIVE OF, THE HIGH LEVEL OF ONGOING SUCCESS OF UPMC AND FOSTERS THE RETENTION OF CRITICAL OFFICER AND KEY EMPLOYEE TALENT. THE TOTAL COMPENSATION DETERMINATION PROCESS UTILIZED BY THE COMMITTEE IS INTENDED TO SATISFY THE "REBUTTABLE PRESUMPTION OF REASONABLENESS" AS SET FORTH IN THE REGULATIONS TO SECTION 4958 OF THE INTERNAL REVENUE CODE ("CODE"). THIS MEANS THAT COMPENSATION PROGRAMS AND LEVELS ARE APPROVED IN ADVANCE BY THE COMMITTEE WHICH IS COMPOSED ENTIRELY OF OUTSIDE DIRECTORS WHO DO NOT HAVE A CONFLICT OF INTEREST, AS DEFINED BY THE RELEVANT REGULATIONS, WITH RESPECT TO THE COMPENSATION PROGRAM AND LEVELS. THE COMMITTEE OBTAINS AND RELIES UPON A BROAD RANGE OF APPROPRIATE DATA AS TO COMPARABILITY PRIOR TO MAKING ITS DETERMINATIONS. THE COMMITTEE THEN CONTEMPORANEOUSLY DOCUMENTS, IN FORMAL MEETING MINUTES, THE BASIS AND REASONS FOR ITS DETERMINATIONS. THE TOTAL COMPENSATION PROGRAM IS DESIGNED AND ADMINISTERED IN ACCORDANCE WITH THE UPMC BYLAWS, SOUND BUSINESS PRACTICES, THE TENETS OF COMMON LAW BUSINESS JUDGMENT AND FIDUCIARY RESPONSIBILITY AS WELL AS ADHERENCE TO ALL RELEVANT FEDERAL, STATE AND LOCAL LAWS. IN ADDITION TO CODE SECTION 4958, AS SET FORTH ABOVE, THIS INCLUDES BUT IS NOT LIMITED TO CODE SECTION 501(C)(3) AND THE APPLICABLE REGULATIONS THEREUNDER AS WELL AS ALL LAWS AND REGULATIONS PROHIBITING PRIVATE INUREMENT, PRIVATE BENEFIT TRANSACTIONS AND DISCRIMINATION. FURTHER, THE COMMITTEE HAS IDENTIFIED AND ADOPTED, AS APPROPRIATELY MODIFIED FOR UPMC, COMPENSATION PROGRAM "BEST PRACTICES" FROM THE BUSINESS WORLD (E.G. SARBANES OXLEY, SEC, ETC.). THE COMMITTEE BELIEVES THAT WHILE THESE PRACTICES ARE NOT REQUIRED IN THE TAX EXEMPT SECTOR, THEY ARE IN THE BEST INTERESTS OF THE ORGANIZATION AND FURTHER SUPPORT UPMC'S NONPROFIT MISSION. IN ACCORDANCE WITH THE ABOVE, DETERMINATION OF TOTAL COMPENSATION FOR THE CEO IS MADE EXCLUSIVELY BY THE COMMITTEE. DETERMINATION OF TOTAL COMPENSATION FOR OTHER OFFICERS AND KEY EMPLOYEES IS RECOMMENDED BY THE CEO AND SUBJECT TO REVIEW AND APPROVAL BY THE COMMITTEE. THE COMMITTEE, WHICH MEETS AT LEAST FOUR TIMES A YEAR, OBTAINS PROFESSIONAL ADVICE FROM ITS OWN EXPERTS, INCLUDING ACCOUNTANTS, EXECUTIVE COMPENSATION CONSULTANTS AND LEGAL COUNSEL. Form 990, Part VI, Line 19 Required documents available to the public THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY AVAILABLE FOR PUBLIC INSPECTION UPON REQUEST. THE ORGANIZATION INCLUDES A COPY OF ITS FINANCIAL STATEMENTS WITH THE STATE REGISTRATION FILED WITH THE PENNSYLVANIA DEPARTMENT OF STATE, BUREAU OF CHARITABLE ORGANIZATIONS. THESE DOCUMENTS ARE A MATTER OF PUBLIC RECORD AND CAN BE VIEWED AT THE BUREAU OFFICE. Form 990, Part XI, Line 9 Other changes in net assets or fund balances TRANSFER FROM EXEMPT AFFILIATES - 3350865; Form 990, Part XII, Line 2b THE ORGANIZATION'S FINANCIAL STATEMENTS ARE PART OF A CONSOLIDATED FINANCIAL STATEMENT AUDIT PERFORMED BY EY FOR UPMC AND ALL SUBSIDIARIES. THE ENTIRE SYSTEM'S FINANCIAL STATEMENTS, OF WHICH THIS ORGANIZATION IS PART, ARE POSTED ON THE UPMC WEBSITE. (WWW.UPMC.COM) THE FINANCIAL STATEMENT AUDIT DURING THE 990 FILING PERIOD IS FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2022. Form 990, Part XII, Line 2c UPMC HAS AN AUDIT COMMITTEE THAT IS ESTABLISHED TO ASSIST THE BOARD OF DIRECTORS IN FULFILLING ITS OVERSIGHT RESPONSIBILITIES BY MONITORING UPMC CONSOLIDATED FINANCIAL REPORTS AND OTHER FINANCIAL INFORMATION PROVIDED BY UPMC TO GOVERNMENTAL BODIES, THE PUBLIC OR OTHER EXTERNAL ENTITIES. UPMC'S SYSTEM OF INTERNAL CONTROLS REGARDING FINANCE, ACCOUNTING, LEGAL COMPLIANCE AND ETHICS THAT MANAGEMENT AND THE BOARD HAVE ESTABLISHED AND UPMC'S INTERNAL AUDITING, ACCOUNTING AND FINANCIAL REPORTING PROCESSES ALSO PROVIDED OVERSIGHT. 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