2024-04-23T13:03:15-05:00 2023-06-30 440160260 FORVIS LLP 1410 SPRING HILL ROAD SUITE 500 TYSONS VA 221023056 990 2022-07-01 522176827 CMH HOLDING CO CMHH 4105354000 100 HOSPITAL ROAD PRINCE FREDERICK MD 20678 JEREMY BRADFORD PRESIDENT/CEO 4105354000 2024-04-23 1 JEREMY BRADFORD XXX-XX-XXXX 1 AMY BIBBY P00445891 7039700400 2024-04-23 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z JEREMY BRADFORD 100 HOSPITAL ROAD PRINCE FREDERICK MD 20678 704951 0 X WWW.CALVERTHEALTHMEDICINE.ORG X 1999 MD THE CORPORATION IS FORMED AND SHALL BE OPERATED EXCLUSIVELY FOR THE PURPOSES OF: (1) HOLDING TITLE TO REAL, PERSONAL AND INTANGIBLE PROPERTY ON BEHALF OF ITS PARENT ORGANIZATION, CALVERT HEALTH SYSTEM, INC., IN SUPPORT OF CALVERTHEALTH MEDICAL CENTER (THE "HOSPITAL"), EACH OF WHICH ORGANIZATION IS EXEMPT FROM FEDERAL INCOME TAX UNDER SECTION (501)A, AS ORGANIZATIONS DESCRIBED IN SECTION 501(C)(3), OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR CORRESPONDING PROVISIONS OF ANY SUBSEQUENT FEDERAL TAX LAW (THE "CODE"); AND (2) COLLECTING INCOME THEREFROM AND REMITTING ALL SUCH INCOME, LESS EXPENSES, TO CALVERT HEALTH SYSTEM, INC., PROVIDED HOWEVER, THAT THE CORPORATION SHALL HOLD TITLE TO THE PROPERTY ON BEHALF OF, AND COLLECT AND REMIT INCOME TO, CALVERT HEALTH SYSTEM, INC. ONLY FOR SO LONG AS IT QUALIFIES FOR EXEMPTION FROM FEDERAL INCOME TAX UNDER SECTION 501(A) OF THE CODE AS AN ORGANIZATION DESCRIBED IN SECTION 501(C)(3) OF THE CODE. 5 4 0 0 0 0 0 0 0 0 0 0 41383 61933 41383 61933 0 0 0 0 0 0 0 0 0 0 0 0 0 41383 61933 1224919 1186204 525983 650335 698936 535869 X THE CORPORATION IS FORMED AND SHALL BE OPERATED EXCLUSIVELY FOR THE PURPOSES OF: (1) HOLDING TITLE TO REAL, PERSONAL AND INTANGIBLE PROPERTY ON BEHALF OF ITS PARENT ORGANIZATION, CALVERT HEALTH SYSTEM, INC., IN SUPPORT OF CALVERTHEALTH MEDICAL CENTER (THE "HOSPITAL"), EACH OF WHICH ORGANIZATION IS EXEMPT FROM FEDERAL INCOME TAX UNDER SECTION (501)A, AS ORGANIZATIONS DESCRIBED IN SECTION 501(C)(3), OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR CORRESPONDING PROVISIONS OF ANY SUBSEQUENT FEDERAL TAX LAW (THE "CODE"); AND (2) COLLECTING INCOME THEREFROM AND REMITTING ALL SUCH INCOME, LESS EXPENSES, TO CALVERT HEALTH SYSTEM, INC., PROVIDED HOWEVER, THAT THE CORPORATION SHALL HOLD TITLE TO THE PROPERTY ON BEHALF OF, AND COLLECT AND REMIT INCOME TO, CALVERT HEALTH SYSTEM, INC. ONLY FOR SO LONG AS IT QUALIFIES FOR EXEMPTION FROM FEDERAL INCOME TAX UNDER SECTION 501(A) OF THE CODE AS AN ORGANIZATION DESCRIBED IN SECTION 501(C)(3) OF THE CODE. 0 0 0 0 61933 SUPPORT AND ENCOURAGE ACCESS TO HEALTHCARE, MEDICAL AND RELATED SERVICES THROUGH THE HOLDING OF TITLE TO, AND THE RENTAL OF SPACE IN, REAL PROPERTY. 0 0 0 0 0 0 0 0 0 1 0 0 1 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X 5 4 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 0 0 0 X CAROLYN HEITHAUS 4105358241 100 HOSPITAL ROAD PRINCE FREDERICK MD 20678 DAVID SHOWERS CHAIRPERSON 1.00 11.00 X X 0 0 0 TERRI WOLFLEY VICE CHAIRPERSON 1.00 19.00 X X 0 0 0 KAREN O'BRIEN SECRETARY 1.00 4.00 X X 0 0 0 BARBARA GARDNER TREASURER 1.00 46.00 X X 0 0 0 DEAN TEAGUE CEO - RETIRED 2/23 1.00 46.00 X X 0 981444 187831 JEREMY BRADFORD CEO - STARTED 3/1/23 1.00 46.00 X X 0 0 0 CAROLYN HEITHAUS CFO 1.00 46.00 X 0 634766 94046 0 1616210 281877 0 0 1 0 0 704951 643018 61933 61933 61933 61933 61933 0 0 0 0 0 0 21164 255640 60932 22857 5023522 4529336 695035 494186 447788 413521 1224919 1186204 78195 236814 447788 413521 525983 650335 X 698936 535869 698936 535869 1224919 1186204 X 61933 -225000 X X 0 1 X 1 0 252340 252340 4017693 3814041 203652 739979 702470 37509 13510 12825 685 494186 RIGHT OF USE ASSET - LEASES 413521 413521 OPERATING LEASE OBLIGATION 413521 413521 X PART X, LINE 2: THE CMH HOLDING CO IS EXEMPT FROM FEDERAL INCOME TAX UNDER SECTION 501(C)(2) OF THE IRC. THE CMH HOLDING CO IS ENTITLED TO RELY ON THIS DETERMINATION AS LONG AS THERE ARE NO SUBSTANTIAL CHANGES IN ITS CHARACTER, PURPOSES, OR METHODS OF OPERATION. MANAGEMENT HAS CONCLUDED THAT THERE HAVE BEEN NO SUCH CHANGES AND, THEREFORE, THE CMH HOLDING CO'S STATUS AS A PUBLIC CHARITY EXEMPT FROM FEDERAL INCOME TAXATION REMAINS IN EFFECT. THE STATE IN WHICH THE CMH HOLDING CO OPERATES ALSO PROVIDES GENERAL EXEMPTION FROM STATE INCOME TAXATION FOR ORGANIZATIONS THAT ARE EXEMPT FROM FEDERAL INCOME TAXATION. HOWEVER, THE CMH HOLDING CO IS SUBJECT TO BOTH FEDERAL AND STATE INCOME TAXATION AT CORPORATE TAX RATES ON ITS UNRELATED BUSINESS INCOME. EXEMPTION FROM OTHER STATE TAXES, SUCH AS REAL AND PERSONAL PROPERTY TAXES, IS SEPARATELY DETERMINED. THE CMH HOLDING CO HAD NO UNRECOGNIZED TAX BENEFITS OR SUCH AMOUNTS WERE IMMATERIAL DURING THE PERIODS PRESENTED. FOR TAX PERIODS WITH RESPECT TO WHICH NO UNRELATED BUSINESS INCOME WAS RECOGNIZED, NO TAX RETURN WAS REQUIRED. MANAGEMENT HAS ALSO CONSIDERED THE IMPACT OF UNRELATED BUSINESS ACTIVITIES AND HAS CONCLUDED THAT THE CMH HOLDING CO IS NOT SUBJECT TO UNRELATED BUSINESS TAX OR ANY OTHER TAXES THAT COULD BE IMPOSED BY THE IRC OR STATE TAXING AUTHORITIES. AS SUCH, NO PROVISION IS MADE FOR INCOME TAXES AND NO ASSET OR LIABILITY HAS BEEN RECOGNIZED FOR DEFERRED TAXES. 0 1 0 DEAN TEAGUE CEO - RETIRED 2/23 0 649226 0 320750 0 11468 0 178851 0 8980 0 1169275 0 0 CAROLYN HEITHAUS CFO 0 428741 0 104866 0 101159 0 87986 0 6105 0 728857 0 0 PART I, LINE 3 CALVERTHEALTH MEDICAL CENTER COMPENSATES THE EXECUTIVE OF THE ORGANIZATION AND THE ORGANIZATION RELIES ON CALVERTHEALTH MEDICAL CENTER TO UTILIZE THE FOLLOWING METHODS IN ESTABLISHING COMPENSATION: -CONTEMPORANEOUS SUBSTANTIATION OF THE DECISION-MAKING PROCESS -FORM 990 OF OTHER ORGANIZATIONS -WRITTEN EMPLOYMENT CONTRACT -INDEPENDENT COMPENSATION CONSULTANT -COMPENSATION SURVEY OR STUDY -APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE PART I, LINE 4B THE FOLLOWING EMPLOYEE(S) CONTRIBUTED TO (EMPLOYEE AND EMPLOYER PORTION) A RELATED ORGANIZATION'S 457(F) DEFERRED COMPENSATION PLAN: DEAN TEAGUE: $145,226 CAROLYN HEITHAUS: $53,361 FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS REVIEWED BY THE AUDIT COMMITTEE OF THE CALVERT HEALTH SYSTEM, INC. BOARD OF DIRECTORS AFTER COMPLETION AND PRIOR TO SUBMISSION TO THE IRS. THE DOCUMENT IS DELIVERED TO THE COMMITTEE MEMBERS PRIOR TO THE COMMITTEE MEETING SO THAT THEY CAN REVIEW THE INFORMATION AND RESPOND TO OR QUESTION ANY OR ALL OF THE DATA. THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER ARE PRESENT AT THE AUDIT COMMITTEE MEETING. PRIOR TO SUBMISSION TO THE IRS, A COPY OF THE FINAL FORM 990 IS POSTED ON THE BOARD OF DIRECTORS PORTAL WHICH IS PASSWORD-PROTECTED. ALL BOARD MEMBERS ARE NOTIFIED BY EMAIL THAT THE FORM 990 HAS BEEN POSTED ON THE PORTAL AND IS AVAILABLE FOR REVIEW. ANY ADDITIONAL COMMENTS OR QUESTIONS FROM BOARD MEMBERS ARE RESPONDED TO PRIOR TO FILING THE FORM 990. FORM 990, PART VI, SECTION B, LINE 12C CALVERT HEALTH SYSTEM, INC. AND SUBSIDIARIES (THE HEALTH SYSTEM) HAVE A CONFLICT OF INTEREST PROCESS. AT ITS CORE ARE THREE DISTINCT POLICIES; ONE EACH FOR THE BOARD OF DIRECTORS, MEDICAL STAFF, AND ALL EMPLOYEES AND ASSOCIATES OF THE HEALTH SYSTEM. THESE POLICIES REQUIRE ALL ORGANIZATIONAL LEADERSHIP, AS WELL AS RANK AND FILE ASSOCIATES IN KEY POSITIONS OR WITH RELATIONSHIPS WITH OUTSIDE PARTIES THAT DO BUSINESS WITH THE HEALTH SYSTEM, TO DISCLOSE ANY ACTUAL OR POTENTIAL CONFLICT OF INTEREST. ANNUAL DISCLOSURES ARE REQUIRED AND DOCUMENTED WITH A FURTHER REQUIREMENT TO PROMPTLY SUPPLEMENT WHEN AN ACTUAL OR POTENTIAL CONFLICT IS DISCOVERED OR CREATED. THE HEALTH SYSTEM REQUIRES THAT THESE POLICIES BE CONSTRUED BROADLY TO AVOID THE APPEARANCE OF IMPROPER ACTIVITY AND REQUIRES DISCLOSURE AND RESOLUTION OF POTENTIAL CONFLICTS AS WELL. THE PROCESS IS OVERSEEN BY THE CHIEF COMPLIANCE OFFICER OF THE HEALTH SYSTEM WHO HAS ACCESS TO EXTERNAL RESOURCES, INCLUDING OUTSIDE COUNSEL. REMEDIES RANGE FROM DISCLOSURE AND MONITORING FOR THE MOST ATTENUATED POTENTIAL CONFLICTS TO RESIGNATION/TERMINATION FOR UNRESOLVABLE CONFLICTS. FORM 990, PART VI, SECTION B, LINE 15 CALVERTHEALTH MEDICAL CENTER (CHMC) DETERMINES THE COMPENSATION OF THE CEO, OFFICERS AND KEY EMPLOYEES. CHMC UTILIZES A WRITTEN EMPLOYMENT CONTRACT, AN INDEPENDENT COMPENSATION CONSULTANT, A COMPENSATION SURVEY OR STUDY AND APPROVAL BY BOARD/COMPENSATION COMMITTEE TO DETERMINE COMPENSATION OF ITS CEO. CHMC UTILIZES AN INDEPENDENT COMPENSATION CONSULTANT, A COMPENSATION SURVEY OR STUDY AND APPROVAL BY THE BOARD/COMPENSATION COMMITTEE TO DETERMINE COMPENSATION OF ITS OFFICERS AND KEY EMPLOYEES. FORM 990, PART VI, SECTION C, LINE 19 THIS ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICTS OF INTEREST POLICY AND AUDITED FINANCIALS AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART XI, LINE 9: DISTRIBUTION OF CASH TO CHS (501(C)(3) PARENT) -225,000. PART XII LINE 2B THE FINANCIAL STATEMENTS OF THE ORGANIZATION ARE AUDITED BY AN INDEPENDENT ACOUNTING FIRM AS PART OF THE CONSOLIDATED AUDIT OF THE HEALTH SYSTEM. PART XII THE PROCESS HAS NOT CHANGED FROM THE PRIOR YEAR. CALVERT HEALTH SYSTEM INC 100 HOSPITAL ROAD PRINCE FREDERICK MD 20678 522347324 HEALTHCARE MD 501(C)(3) LINE 3 NONE 0 CALVERTHEALTH MEDICAL CENTER INC 100 HOSPITAL ROAD PRINCE FREDERICK MD 20678 520619000 HEALTHCARE MD 501(C)(3) LINE 3 CALVERT HEALTH SYSTEM 0 CMH II HOLDING COMPANY 100 HOSPITAL ROAD PRINCE FREDERICK MD 20678 522178784 REAL ESTATE MD 501(C)(2) CALVERT HEALTH SYSTEM 0 CORELIFE CALVERT PARTNERSHIP LLC 1099 WINTERSON RD STE 300 LINTHICUM HEIGHTS MD 21090 843544145 HEALTHCARE MD N/A 0 0 CALVERT HEALTH VENTURES INC 100 HOSPITAL RD PRINCE FREDERICK MD 20678 521625432 HEALTHCARE MD N/A C 0 0 0 0 0 0 0 0 0 0 1 0 0 1 0 0 0 0 1 0