UWHCA Board of Directors
Meeting MinutesMeeting Minutes
Executive Summary - Regional Division, Inc. (RDI) Bylaws and Board Directors Resolution - Amendment To Seventh Amended And Restated Bylaws Of Regional Division, Inc.
Executive Summary, Resolution, AttachmentExecutive Summary, Resolution, Attachment
Resolution - Authorizing Approval Of Regional Division, Inc. UW Health CEO Appointed Directors
Resolution, Attachment - BiosResolution, Attachment - Bios
Attachment - Regional Division Inc. Seventh Amended and Restated Bylaws ARTICLE IV 3 28 19 Redline
Regional Division, Inc.Regional Division, Inc.
Attachment - Minutes from February 28, 2019
Attachment - Medical Staff Membership and Clinical Privileges - March 2019
1:30 PM IIII. . Consent AgendaConsent Agenda Mr. Gary Wolter
Approval
Attachment - Isthmus Project, Inc. - Board of Directors Membership Grid Attachment - Isthmus Project, Inc. - Board of Directors Members Bios Attachment - Isthmus Project, Inc. - Investment Committee Membership Grid
1:30 PM IIIIII. . Isthmus Project, Inc. (Board of Directors Nominees)Isthmus Project, Inc. (Board of Directors Nominees) Ms. Patti Hutter
Approval
1:30 PM II. . Call to Order of Board MeetingCall to Order of Board Meeting Mr. Gary Wolter
Attachment - Regional Division, Inc. - Appointed Director Bios
UWHCA Board of Directors - March 28, 2019UWHCA Board of Directors - March 28, 2019
AgendaAgenda
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1:35 PM IVIV. . UW Health Financial ReportUW Health Financial Report Mr. Robert Flannery
Informational/Discussion
Presentation - UW Health Consolidated Financial Report - YTD February 28, 2019
1:45 PM VV. . Closed SessionClosed Session Motion to enter into closed session pursuant to Wisconsin Statutes section 19.85(1)(e), for the discussion of the following confidential strategic matters, which for competitive reasons require a closed session: review and approval of closed session minutes; discussion of financial and budgetary matters including but not limited to UnityPoint Health-Meriter; Wisconsin Dialysis Update; Captive Insurance Consideration; SwedishAmerican Health System Update, and Growth Strategy; pursuant to Wisconsin Statutes section 146.38, for the review and evaluation of health care services including but not limited to discussion of Patient Safety and Quality Committee Report, Serious Safety Events Themes and Trends; and pursuant to Sections 19.85(1)(c) and 146.38 of the Wisconsin Statutes to review the services of health care providers, including a medical staff matter; and pursuant to Wisconsin Statutes section 19.85(1)(g), to confer with legal counsel regarding these and other matters, including but not limited to a medical malpractice settlement, UW Anesthesiology lawsuit, and Legionella claims update.
4:30 PM VIVI. . AdjournAdjourn
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Minutes of Board of Directors Meeting
Open Session February 28, 2019, 1:30 PM
Room H6/215
A meeting of the Board of Directors of University of Wisconsin Hospitals and Clinics Authority (“UW Health”) was held at 600 Highland Avenue, Room H6/215, Madison, WI, pursuant to notice duly given. Board Chair, Gary Wolter, chaired the meeting; Kelly Wilson, Secretary of the UW Health Board, served as Secretary of the meeting.
UWHCA BOARD MEMBERS PRESENT: Gary Wolter (Chair), Dean Robert Golden (Vice Chair), Chancellor Rebecca Blank (excused at 3:34 p.m.), Representative Mark Born, Dr. Thomas Grist (via in person and phone), Andrew Hitt (via phone), John Litscher, Regent Regina Millner, Senator Luther Olsen (excused at 2:50 p.m.), Christopher Patton, Pablo Sanchez, Dean Linda Scott, Paul Seidenstricker, Regent Gerald Whitburn (via phone) UWHCA BOARD MEMBERS EXCUSED: Regent Janice Mueller, David Ward ALSO PRESENT BY INVITATION: Michael Anderson, Director Organ & Tissue Donation; Dr. Anthony Dalessandro, Professor, Surgery-Transplant; Dr. Joshua Mezrich, Associate Professor, Surgery-Transplant UWMF LIAISON BOARD MEMBERS (Non-Voting): Patricia Brady, Dr. Elizabeth Trowbridge, Dr. Thomas Zdeblick UNITYPOINT HEALTH-MERITER LIAISON (Non-Voting): George Kamperschroer (via phone) UW HEALTH STAFF PRESENT: Dr. Alan Kaplan, Chief Executive Officer; Ruth Bindl, Corporate Governance Coordinator; Elizabeth Bolt, SVP/Chief Operating Officer; Betsy Clough, VP/Performance Excellence; Mike Dallman, SVP, Chief Strategy Officer / President-UHC/RDI; Bob Flannery, Senior Vice President/Chief Financial Officer; Troy Lepien, VP/Business Integrity, Patti Meyer, Corporate Governance Program Director; Frederic Ransom, VP/President Madison Hospitals; Dr. Peter Newcomer, SVP, Chief Clinical Officer; Jodi Vitello, VP/Finance; Kelly Wilson, Chief Legal Officer, Secretary of the Board 1. Call to Order Chair Wolter called the open session of the Board of Directors meeting to order at 1:32 p.m.
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2. ACTION: Approval of Consent Agenda Chair Wolter requested a motion to approve the items on the UWHCA Consent Agenda, including: January 24, 2019 Open Session Minutes; Medical Staff Membership and Clinical Privileges; UW Health ACO, Inc. Election of Directors [Resolution 19-027] and Election of Officers [Resolution 19-028], UWHCA Patient Safety and Quality Committee Charter. Upon a motion duly made by Chancellor Blank, seconded by Senator Olsen, and unanimously carried, the Board approved the Consent Agenda, including the resolutions in the form attached as Attachment 1. 3. UW Health VP/President Madison Hospitals – Frederic “Ric” Ransom Chair Wolter introduced Mr. Ransom who recently joined the UW Health leadership team as UW Health VP/President Madison Hospitals. Mr. Ransom provided an overview of organizational strengths and weaknesses from observations during his first seventy-five days at UW Health 4. UW Organ and Tissue Donation Report Mr. Michael Anderson, joined by Drs. Anthony Dalessandro and Joshua Mezrich, provided an overview of UW Organ and Tissue Donation (UW OTD). He reported 113,876 people are waiting for a life-saving transplant in the U.S. and further reviewed UW OTD donation and service area; donation role; 2018 data including donors, organs, recipients and tissue donors; donation trends; performance trends; organ utilization; 2018 Accomplishments and a review of future goals. The Board engaged in discussion with Mr. Anderson and Dr. Dalessandro regarding the UW OTD report and explored what is needed to get more people to consider organ donation including public/community education. 5. “When Death Becomes Life: Notes from a Transplant Surgeon” Chair Wolter introduced Dr. Mezrich who is a UW Health Transplant Surgeon and recent author of “When Death Becomes Life.” Dr. Mezrich offered engaging insight into his career path, history of and medical advancement of organ transplantation and a reminder that life lost also offers the hope of a new beginning. Dr. Mezrich addressed questions from the Board regarding this matter. Drs. Mezrich and Dalessandro and Mr. Anderson were excused from the meeting at 2:18 p.m.
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6. UW Health Board Education – Laws of Interest Mr. Troy Lepien joined the meeting to provide ongoing board education pertaining to Laws of Interest including: False Claims Act, Anti-Kickback Statute, Physician Self-Referral Law (Stark Law), Exclusion Statute and Civil Monetary Penalties Law. The Board engaged in discussion with Mr. Lepien regarding this matter. Mr. Lepien was excused from the meeting at 2:32 p.m. 7. UW Health Financial Report Mr. Robert Flannery summarized the enterprise-wide year-to-date results as of January 31, 2019 highlighting the operating income and margin, non-operating income, budget variances and JOA performance results. Mr. Flannery answered questions and engaged in dialogue with the Board about financial results. 8. Closed Session There being no other matters for the open session, Chair Wolter proposed to take the meeting into closed session pursuant to Wisconsin Statutes section 19.85(1)(e), for the discussion of the following confidential strategic matters, which for competitive reasons require a closed session: review and approval of closed session minutes; discussion of financial and budgetary matters including but not limited to Swedish American Hospital Update; pursuant to Wisconsin Statutes section 146.38 for the review and evaluation of health care services including but not limited to discussion of the Culture of Safety Survey Results, the Patient Safety and Quality Report, and UW Health's response to opioid crisis; pursuant to Sections 19.85(1)(c) and 146.38 of the Wisconsin Statutes to discuss and review the services of a health care provider related to a patient care concern; and pursuant to Wisconsin Statutes section 19.85(1)(g), to confer with legal counsel regarding these and other matters. Chancellor Blank moved to go into closed session; Senator Olsen seconded the motion; there was a unanimous roll call vote approving entering closed session. The following members voted for the motion: Gary Wolter (Chair), Dean Robert Golden (Vice Chair), Chancellor Rebecca Blank, Representative Mark Born, Andrew Hitt, John Litscher, Regent Regina Millner, Christopher Patton, Pablo Sanchez, Dean Linda Scott, Paul Seidenstricker, Regent Gerald Whitburn. 9. Adjourn The meeting was adjourned in closed session. Respectfully Submitted, Kelly Wilson, Secretary
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Approval of UW Health ACO, Inc. Election of Directors
February 28, 2019
WHEREAS, the Board of Directors of the University of Wisconsin Hospitals and Clinics Authority (the “Authority Board”) approved a restructuring of the UW Health ACO, Inc. (the “Corporation”) on November 17, 2016;
WHEREAS, Section 3.1(a) of the Bylaws of the Corporation requires that appointments to its Board of Directors be recommended by the Corporation’s Board, subject to approval by the Authority Board; and
WHEREAS, Section 4.1(b) of the Bylaws of the Corporation require that at least one Director shall be a Medicare beneficiary;
WHEREAS, the UW Health ACO, Inc Board met on February 21, 2019 to review and recommend reappointment directors with terms expiring; and
NOW, THEREFORE, pursuant to its reserved powers under Article 3.1(e) of the Corporation’s Bylaws, the Authority Board has received the recommendation from the ACO Board of Directors to consider reappointment of Directors per Section 4.1; and
NOW, THEREFORE BE IT RESOLVED, that the Authority Board approves the reappointment of the following individuals as Directors of the Corporation.
Role Name Term_________ Medicare Beneficiary Ms. Julianne Pofahl 3/1/19 – 2/28/22 Physician (UWHCA) Dr. R. Allan Jhagroo 3/1/19 – 2/28/22 Participant Physician (UPH-M) Dr. Thomas Bugliosi 3/1/19 – 2/28/22
FURTHER RESOLVED, that the UWHCA Chief Executive Officer, and his delegates are hereby authorized, empowered and directed to take all such actions as may be considered proper and convenient to carry out the foregoing resolutions and any and all acts heretofore taken by the UWHCA Chief Executive Officer, or his delegates in connection with the foregoing resolutions are hereby ratified and confirmed.
RESOLUTION 19-027
Approval of UW Health ACO, Inc. Election of Officers
February 28, 2019
WHEREAS, the Board of Directors of the University of Wisconsin Hospitals and Clinics Authority (the “Authority Board”) approved a restructuring of the UW Health ACO, Inc. (the “Corporation”) on November 17, 2016;
WHEREAS, Section 3.1(b) of the Bylaws of the Corporation requires that the Corporation’s officers be recommended by the Corporation’s Board, subject to approval by the Authority Board;
WHEREAS, pursuant to Section V, the UW Health ACO, Inc Board met on February 21, 2019 to nominate and elect by majority vote Corporate Officers subject to Article 3;
NOW, THEREFORE, pursuant to its reserved powers under Article 3.1(e) of the Corporation’s Bylaws, the Authority Board has received the recommendation from the ACO Board of Directors to consider approval of Corporate Officers;
NOW, THEREFORE BE IT RESOLVED, that the Authority Board approves the following individuals as Officers of the Corporation.
President Dr. Jonathan Jaffery Ex-Officio Vice President Ms. Sarah Valencia Secretary Mr. Daniel Brzozowski Treasurer Ms. Jodi Vitello Board Chair Dr. Matt Anderson
FURTHER RESOLVED, that the UWHCA Chief Executive Officer, and his delegates are hereby authorized, empowered and directed to take all such actions as may be considered proper and convenient to carry out the foregoing resolutions and any and all acts heretofore taken by the UWHCA Chief Executive Officer, or his delegates in connection with the foregoing resolutions are hereby ratified and confirmed.
RESOLUTION 19-028
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EXECUTIVE SUMMARY RE: Regional Division, Inc. (RDI) Bylaws and Board Directors
Dear UWMF and UWHCA Board Member: UWHCA and UWMF are the “Members” of the Regional Division, Inc. and have reserve powers to approve amendments to the RDI Bylaws and appointment of Directors to the RDI Board. The current bylaws provide for ex-officio positions tied to UW Health titles (one of which no longer exists and two of which resulted in one representative filling two roles). There are two resolutions attached: 1) an amendment to the current version of the Regional Division, Inc. Bylaws which maintains the same appointments with respect to the UW Health CEO, the UWSMPH Dean, the UWSMPH Dean of Finance and the SAHS named positions and gives the UW Health CEO the ability to name the other three (3) UW Health positions (that are not tied to specific titles); 2) accepts the appointment of UW Health designees as named by the UW Health CEO Patti Meyer Corporate Governance, Program Director Attachments: RDI Bylaws, Section 4.1 – Redline Bios – Ms. Bolt, Mr. Flannery, Ms. Hutter
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Bylaws Of Regional Division, Inc.
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AMENDMENT TO SEVENTH AMENDED AND RESTATED BYLAWS OF REGIONAL DIVISION, INC.
THIS AMENDMENT TO SEVENTH AMENDED AND RESTATED BYLAWS OF REGIONAL DIVISION, INC. is adopted by the Members of Regional Division, Inc. (the “Corporation”), in accordance with Section 9.01 of the Seventh Amended and Restated Bylaws of the Corporation (the “Bylaws”). WHEREAS, University of Wisconsin Hospitals and Clinics Authority and University of Wisconsin Medical Foundation, Inc. are the members of the Corporation; and WHEREAS, the Members desire to amend the Bylaws as set forth herein. NOW, THEREFORE, the Bylaws are amended as follows:
1. Amendments:
(a) Section 4.01. Section 4.01 of the Bylaws is replaced in its entirety with the following:
“4.01 General Powers and Number. The business and
affairs of the Corporation shall be managed by the Board of Directors (the “Board”). The number of Directors of the Corporation shall be fixed at nine (9). These Bylaws may be amended to enlarge or reduce the number of Directors, except that the number of Directors shall not be reduced to less than three (3). The Directors shall be:
(a) the CEO of UW Health (UWHCA);
(b) the Dean of the University of Wisconsin School of
Medicine and Public Health (“UWSMPH”);
(c) the Associate Dean for Finance of UWSMPH;
(d) the Chair of the SwedishAmerican Health System Corporation (“SAHS”) Board of Directors;
(e) two (2) SAHS representatives designated by the SAHS
Board of Directors; and
(f) three (3) representatives of UW Health designated by the CEO of UW Health.
If a vacancy exists for any such position, the person acting in such position shall serve as a Director until such time as the position is filled, or in the case of a vacancy in a SAHS designated position, SAHS shall have the right to fill
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such position. SAHS shall also have the right to remove any SAHS- designated director at any time. No less than three (3) SAHS representatives shall serve on the Board of Directors for a minimum of seven (7) years after the closing date of the SAHS transaction. Thereafter, at least one (1) SAHS representative shall serve on the Board. Under no circumstances shall representatives of UWMF, UWHCA or UWSMPH represent less than one- half (1/2) plus (1) of the Director positions. The composition of the Board shall reflect the range of core competencies and diversity required to fulfill the purposes of the Corporation.”
(b) Section 4.02. Section 4.02 of the Bylaws is replaced in its entirety with the
following:
4.02 Section Chair of the Board. The Chair of the Board shall be the Chief Executive Officer of UWHCA. The Chair of the Board shall preside at all meetings of the Board and shall carry out such other duties and have such responsibilities as may be specified by the Board.
2. Effect of Amendment. Each reference in the Bylaws to “these Bylaws,” “herein” or words of like import shall be deemed a reference to the Bylaws as amended hereby. All other terms and provisions of the Bylaws shall remain in full force and effect except as explicitly amended herein. This Amendment to the Seventh Amended and Restated Bylaws of Regional Division,
Inc. was adopted by the Corporation’s Members through written consent effective as of ___________, 2019.
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Amended and Restated Bylaws ARTICLE IV 3 28 19 Redline
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REDLINE SHOWING CHANGES MADE TO SEVENTH AMENDED AND RESTATED BYLAWS
OF REGIONAL DIVISION, INC.
BY PROPOSED AMENDMENT THERETO
BOARD OF DIRECTORS
4.01. General Powers and Number. The business and affairs of the Corporation shall be managed by the Board of Directors (“Board”). The number of the Directors of the Corporation shall be fixed at nine (9). These Bylaws may be amended to enlarge or reduce the number of Directors, except that the number of Directors shall not be reduced to less than three (3). The Directors, all of whom shall serve ex-officio, shall be the:
(a) CEO of UW Health (UWHCA);
(b) Chief Administrative Officer of UWMF (UWMF);
(c) President of UW Hospitals and Chief of Clinical Operations of UW Health
(UWHCA);
(d) UWHCA Chief Financial Officer;
(e)(b) the Dean of the University of Wisconsin School of Medicine and Public Health (“UWSMPH”);
(f)(c) the Associate Dean for Finance of UWSMPH;
(g)(d) the Chair of the SwedishAmerican Health System Corporation
(“SAHS”) Board of Directors;
(h)(e) two (2) SAHS representative designated by the SAHS Board of Directors; and
(i)(f) three (3) representatives of UW Health designed by the CEO of UW Health. SAHS representative designated by the SAHS Board of Directors.
If a vacancy exists for any such position, the person acting in such position shall serve as Director until such time as the position is filled, or in the case of a vacancy in a SAHS designated position, SAHS shall have the right to fill such position. SAHS also shall have the right to remove any SAHS-designated Director at any time. No less than three (3) SAHS representatives shall serve on the Board for a minimum of seven (7) years after the closing date of the SAHS transaction. Thereafter, at least one (1) SAHS representative shall serve on the Board. Under no circumstances shall representatives of UWMF, UWHCA or UWSMPH represent less than one- half (1/2) plus (1) of the Director positions. The composition of the Board shall reflect the range of core competencies and diversity required to fulfill the purposes of the Corporation.
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4.02. Chair of the Board. The Chair of the Board shall alternate annually between the President of UWMF and be the Chief Executive Officer of UWHCA. The Chair of the Board shall preside at all meetings of the Board and shall carry out such other duties and have such responsibilities as may be specified by the Board.
4.03. Resignation. A Director who is not an ex-officio member of the Board may
resign at any time by filing a written resignation with the President of the Corporation.
4.04. Removal. A Director shall be removed from office when the Director ceases to hold a position enumerated in Section 4.01 of these Bylaws which entitles that Director to hold the office of Director. If a Director is not an ex-officio member of the Board, then such Director may be removed by the affirmative vote of a majority of the Directors then in office.
4.05. Regular Meetings. The Board may provide, by resolution, the time and place for
the holding of regular meetings without any other notice than such resolution.
4.06. Special Meetings. Special meetings of the Board may be called by or at the request of the Chair of the Board, the President, Vice President or any two Directors. Any such person calling a special meeting of the Board may fix any place as the place for holding such meeting, and if no other place is fixed, the place of meeting shall be the principal business office of the Corporation in the City of Madison.
4.07. Notice; Waiver. Notice of special meetings of the Board shall be given by
telephone or by written notice delivered personally or by mail or facsimile or electronic transmission to each Director’s business address or at such other address as such Director shall have designated in writing filed with the Secretary. Notice in the case of telephone, personal delivery or facsimile or electronic transmission shall be given not less than twenty-four (24) hours prior to the time of the meeting. If mailed, such notice shall be delivered at least seventy- two (72) hours prior to the meeting and shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. Whenever any notice whatever is required to be given to any Director of the Corporation under the Articles of Incorporation or Bylaws or any provision of law, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the Director entitled to such notice, shall be deemed equivalent to the giving of such notice. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting and objects to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board needs to be specified in the notice or waiver of notice of such meeting. No notice need be given for any regular meeting when the time and place of such regular meeting has been fixed by a duly adopted resolution of the Board.
4.08. Quorum. Except as otherwise provided by the Wisconsin Non-Stock Corporation
Law, the Articles of Incorporation, or these Bylaws, a majority of the number of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, and a majority of the Directors present (though less than a quorum) may adjourn the meeting from time to time without further notice.
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4.09. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by the Wisconsin Non-Stock Corporation Law, or by the Articles of Incorporation or these Bylaws.
4.10. Conduct of Meetings. The Chair of the Board, and in the Chair’s absence, the
President, and in the Chair’s and President’s absence, any Director chosen by the Directors present, shall call meetings of the Board to order and shall act as the presiding officer of the meeting. The presiding officer may appoint any director or other person to act as secretary of the meeting.
4.11. Vacancies. A vacancy occurs in the Board when a Director ceases to hold the
position which qualifies that Director to be a Director under Section 4.01. Any vacancy created by an increase in the number of Directors shall be filled by a vote of a majority of the Members.
4.12. Compensation. No compensation shall be paid by the Corporation to any Director
for serving as a member of the Board, except that a Director may be reimbursed for expenses actually incurred by such Director in carrying out any activity of the Corporation which is within the scope of its purposes as set forth in Article III of the Articles of Incorporation.
4.13. Presumption of Assent. A Director of the Corporation who is present at a meeting
of the Board or a committee thereof of which the Director is a member, at which meeting action on any corporate matter is taken, shall be presumed to have assented to the action taken unless the Director’s dissent shall be entered in the minutes of the meeting or unless the Director files a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or forwards such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
4.14. Committees. The Board may establish such committees as it shall deem
necessary and desirable to enable the Corporation to carry out its purposes. Each such committee shall fix its own rules governing the conduct of its activities and shall make such reports to the Board of its activities as the Board may request.
4.15. Unanimous Consent Without Meeting. Any action required or permitted by the
Articles of Incorporation or Bylaws or any provision of law to be taken by the Board at a meeting or by resolution may be taken without a meeting if a written consent, setting forth the action so taken, shall be signed by all the Directors then in office.
4.16. Meetings by Telephone or by Other Communication Technology. Any action
required or permitted by the Articles of Incorporation or Bylaws or any provision of law to be taken by the Board or a committee of the Board at a meeting may be taken through the use of any means of communication by which (a) all participating Directors may simultaneously hear each other during the meeting, or (b) all communication during the meeting is immediately transmitted to each participating Director and each participating Director is able to immediately send messages to all other participating Directors.
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UW Health CEO Appointed Directors
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RESOLUTION OF
THE BOARD OF DIRECTORS OF UNIVERSITY OF WISCONSIN HOSPITALS AND CLINICS AUTHORITY
AUTHORIZING APPROVAL OF REGIONAL DIVISION, INC.
UW HEALTH CEO APPOINTED DIRECTORS
March 28, 2019
WHEREAS, University of Wisconsin Hospitals and Clinics Authority (“UWHCA”) and University of Wisconsin Medical Foundation, Inc. (“UWMF”) are the members of the Regional Division, Inc. (the “Corporation”); and
WHEREAS, the UWHCA and UWMF Members amended the Corporation Bylaws, Section 4.01; and
WHEREAS, Section 4.1(f) of the amended Corporation Bylaws provides three (3) Directors are representatives of UW Health designated by the CEO of UW Health.
WHEREAS, the CEO of UW Health designates Ms. Elizabeth Bolt (SVP/ Chief Operating Officer); Mr. Robert Flannery (SVP/Chief Financial Officer); and Ms. Patricia Hutter (VP/Deputy General Counsel, Corporate Affairs) to serve as UW Health representatives on the Corporation’s Board of Directors;
WHEREAS, the Members have determined it is in the best interest of UWHCA and UWMF to appoint Ms Bolt, Mr. Flannery and Ms. Hutter to the Corporation’s Board of Directors; and
NOW, THEREFORE, BE IT RESOLVED, that pursuant to its rights under Section 3.11 of the Corporation’s Bylaws, the Members hereby appoint Ms. Bolt, Mr. Flannery and Ms. Hutter to the Regional Division, Inc. Board, and further, to hold office until the appointment and qualification of his/her successor, or until his/her earlier resignation or removal in accordance with the Regional Division, Inc. Bylaws;
FURTHER RESOLVED, that the UWHCA Chief Executive Officer, and his delegates are hereby authorized, empowered and directed to take all such actions as may be considered proper and convenient to carry out the foregoing resolutions and any and all acts heretofore taken by the UWHCA Chief Executive Officer, or his delegates in connection with the foregoing resolutions are hereby ratified and confirmed.
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Bios
Elizabeth Bolt, currently serves as Senior Vice President/Chief Operating Officer, UW
Health. Prior to her current role, Elizabeth served as the VP for Human Resources at
University of Connecticut Health Center, and as Senior Associate Dean for the UW
School of Medicine and Public Health. She has worked in health care, higher education
and social services for 30+ years. Elizabeth's broad range of work experience includes
clinical operations, physician group practice, finance, human resources, facilities and
research management. Elizabeth holds an M.S. in Health Care Management, B.A. in
History.
Chief Financial Officer UW Health
Robert ‘Bob’ Flannery, CPA, currently serves as Senior Vice President and Chief Financial Officer for UW Health. UW Health is the integrated health system comprised of the University of Wisconsin Hospitals and Clinics, University of Wisconsin Medical Foundation, Swedish American Health System and Quartz Health Insurance. UW Health includes 7 hospitals, 87 outpatient clinics, 1,500 physicians,17,000 employees and generates $3.3 billion in revenue.
Bob has worked in healthcare finance since 1986, and at UW Health since 2002. Bob’s educational background includes an undergraduate focus in Accounting & Marketing and graduate work in Total Quality Management. Bob is a licensed, Certified Public Accountant in the State of Wisconsin.
In partnership with the UW Health CEO, Bob’s highest priority is to develop and implement strategies to support the UW Health organizational mission of advancing health without compromise and the vision of remarkable healthcare in the areas of finance, payor relationships, governance, physician compensation, revenue cycle, and practice plan management.
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Patricia M. Hutter, JD
Vice President, Deputy General Counsel – Corporate Affairs UW Health
Patricia M. Hutter, JD, is Vice President, Deputy General Counsel - Corporate Affairs. In
this role, she is responsible for the leadership, administration, direction, coordination
and evaluation of the legal functions and activities of UW Health and its subsidiaries in
the following areas: corporate law, mergers and acquisitions, corporate transactions,
corporate governance, contracts, intellectual property and innovation, antitrust,
managed care, real estate and regulatory law. She also participates in the development
of the institutional strategic plan to ensure accomplishment of the mission and vision of
UW Health and guides and directs strategic planning for her areas of responsibility.
Prior to joining UW Health, Patricia was a partner and Mergers and Acquisitions Team
Leader of an AmLaw 100 law firm and had a diverse corporate practice including,
mergers and acquisitions, corporate transactions, corporate governance, contracting
and general business law.
Patricia received her Juris Doctorate from the University of Illinois College of Law and
her Bachelor of Arts - History from the University of Illinois.
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• UWHCA Board authorized creation of a new entity, (501(c)(3)) to
house the Innovation Hub (the “Hub Entity”) on July 26, 2018 and
approved the corporate bylaws in substantially the form presented
• UWHCA is the sole member of the Hub Entity
Innovation Hub Entity - Review
CONFIDENTIAL DRAFT
– Incorporate the Hub Entity / File Articles of Incorporation –
DONE
DONE: Isthmus Project, Inc.
Zimmerman (AD)
– TBD
CONFIDENTIAL DRAFT
UWHCA as sole Member will have the following reserved powers:
• Election and removal of directors;
• Approval of appointment and removal of officers;
• Approval of the annual budget;
• Approval of any amendments/changes to corporate documents;
• Approval of any act or omissions impacting not-for-profit and/or tax-exempt status;
• Appointment or removal of auditors;
• Approval of the incurrence of debt;
• Approval of any material transactions (acquisitions, mergers, etc.), and acquisition of assets and/or equity interests of
any entity, except as permitted by the Investment Committee Charter;
• Approval of the investments, loans, capital contributions to, or other material transaction, with any others, except as
permitted by the Investment Committee Charter;
• Approval of the Investment Committee Charter, and any changes thereto;
• Approval of any distributions from the Corporation; and
• Approval of the settlement of any lawsuit or proceeding
Innovation Hub Entity - Bylaws
CONFIDENTIAL DRAFT
• The CEO of UWHCA (or designee) – Kelly Wilson, JD, MBA
• The Dean of UWSMPH (or designee) – Richard Moss, PhD
• 2 Directors named by UWHCA – George Kamperschroer and Thomas Grist, MD
• 2 Directors recommended by UWSMPH – Beth Drolet, MD and Manish Shah, MD, MPH
• 2 Directors named by UWHCA and who must be independent (i.e. not officers or employees of UW
Health or UW and who have relevant experience in translational research and innovation, tech transfer, or similar
relevant industry experience) – Mark Bakken and Scott Button
* See Appendix for proposed Board Grid and Bios
**As sole member, UWHCA would elect all directors as prescribed.
Proposed Board of Directors Membership
5 Page 37 of 81
CONFIDENTIAL DRAFT
• Recommended membership:
– CEO of UWHCA (or designee) – Patti Hutter, JD
– Dean of UWSMPH (or designee) – Elizabeth Burnside-Rollins, MD, MPH
– Administrative Director – Kurt Zimmerman
– One member of Hub Board – Thomas Grist, MD
– Two persons named by CEO of UWHCA – David Casimir, JD, PhD and Michael
Partsch
– 3 rotating (non-voting) seats named by CIO from time to time, individuals with project-
relevant experience/knowledge TBD
CONFIDENTIAL DRAFT
Request of UWHCA Board
CONFIDENTIAL DRAFT
– First meeting slated for 4/18
• Investment Committee Charter (UWHCA Board Approval)
• Isthmus Project Update to UWHCA Board
NEXT STEPS
Attachment
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03/04/19
Mark Bakken Founder & Managing Director
Named by UWHCA and who must be independent (i.e., not officers or employees of UW Health or UW and who have relevant experience in translational research and innovation, tech transfer, or similar relevant industry experience)
608-225-4333
mark@healthxventures.com
Scott Button Managing Director
Named by UWHCA and who must be independent (i.e., not officers or employees of UW Health or UW and who have relevant experience in translational research and innovation, tech transfer, or similar relevant industry experience)
608-441-2700
Venture Investers LLC University Research Park 505 S Rosa Road Suite 201 Madison WI 53719
scott@ventureinvestors.com
Named by UWSMPH
UW Medical Foundation One South Park Street Madison WI 53715
bdrolet@dermatology.wisc.edu
Named by UWHCA
UW Medical Foundation 600 Highland Ave E3/366 Madison WI 53792
tgrist@uwhealth.org Fax 608-263-0876
03/04/19
gkamperschroer@yahoo.com
Ex-Officio
608-262-7358
UW Health 600 Highland Avenue MC 8370 Madison WI 53792
trmackie@wisc.edu
UWSMPH Dean (or designee)
608-265-0523
UW School of Medicine and Public Health 750 Highland Ave Room 4111 Madison WI 53705
rlmoss@wisc.edu
Named by UWSMPH
608-263-6690
UW School of Medicine and Public Health 600 Highland Avenue MC 9123 Madison WI 53792
mnshah@medicine.wisc.edu
Kelly Wilson JD, MBA UW Health, SVP, Chief Legal Officer
UWHCA CEO (or designee)
UW Hospital and Clinics 600 Highland Ave Madison WI 53792
KWilson2@uwhealth.org
Members Bios
Page 44 of 81
Mark Bakken - Managing Partner
The epitome of an entrepreneur, Mark has seen the peaks and valleys of starting, operating and assuming the risks of a new venture. He’s come up against payroll, had a few bad hires and even swept the floors early on. Collectively, Mark’s companies have done over $360 million in sales, raised more than $38 million in venture capital, and he has successfully bought and/or sold 8 companies.
Among Mark’s previous companies is Nordic Consulting, the industry leader in EHR consulting services to organizations using Epic. As CEO, Mark grew Nordic to a #1 ranking in KLAS, where it has been since 2012. Nordic now has over 400 consultants working across 44 states. In 2014, the company was recognized as the 46th fastest growing company in the U.S.
Prior to Nordic, Mark started and grew Goliath Networks to be #97 on the Inc. 500 fastest-growing companies list. He sold that company in 2002. He’s worked with Eric Schmidt on Novell’s Partner Advisory and was also was asked by Bill Gates to serve on Microsoft’s first partner Advisory Council, which he did from 2001-2007.
A Badger at heart, Mark grew up in the Milwaukee area before attending the University of Wisconsin-Madison, where he holds a degree in computer science.
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Scott Button
Scott joined Venture Investors in 1996 as a Senior Associate and became a Managing Director of Venture Investors in 2000. Scott focuses on investments in medical devices, digital health, technology enabled services, and diagnostics, and is responsible for creating and overseeing Venture Investor’s seed investment strategy through the firm’s Venture Igniter Program.
Scott has over fifteen years of portfolio company board experience, including his current directorships at Silatronix, Elucent Medical (founded by NeuWave Medical founders), and HealthMyne (founded by a Tomotherapy founder). He is also a Board Observer at Thalchemy. He uses his network and extensive experience to identify novel technologies on campus that have the potential to turn into start-ups. Silatronix is a Venture Igniter company where the firm took a founding role in its formation. Scott led the original round of financing for NeuWave Medical when the company was comprised of one employee and the four founders. He was instrumental in identifying and recruiting its CEO and second employee at the time of our original investment. NeuWave was acquired by Johnson & Johnson’s Ethicon division and was single largest return to any Venture Investors fund.
Prior to joining Venture Investors, Scott worked for McDonald’s Corporation as an operations manager, and for Rockwell Automation as a field sales engineer in the automotive industry.
Involvement in Community & Venture Ecosystem: • Advisory Board, Discovery to Product, University of Wisconsin-Madison • Board of Advisors, Chemistry Department, University of Wisconsin – Madison • Lecturer, School of Business and Engineering, University of Wisconsin – Madison • Member, Commercial Advisory Committee, Madison Development Corporation
Education & Certifications: • B.S., Mechanical Engineering, University of Wisconsin – Madison • MBA, University of Chicago • Chartered Financial Analyst
Hobbies: In his spare time, Scott enjoys cycling, cross-country skiing (completed 11 American Birkebeiners), fishing, go-kart racing and being with his family.
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Beth A. Drolet, MD Beth A. Drolet, MD, has been proposed as the Geneva F. and Sture Johnson Distinguished Chair. Dr. Drolet completed her undergraduate education at Michigan State University. She received her MD in 1991 from Loyola University. Following dermatology residency training and a fellowship in Clinical Research & Pediatric Dermatology at the Medical College of Wisconsin, she joined the faculty of the Medical College of Wisconsin in 1995 in the Department of Dermatology. She was promoted to professor in 2007 and became Vice Chair of the Department of Dermatology in 2010. From 2004-2012, she was the Chief of the Division of Pediatric Dermatology at the Medical College of Wisconsin. From 2005-2019, she was the Medical Director of Birthmarks and Vascular Anomalies at the Children’s Hospital of Wisconsin. She served as Clinical VP of Ambulatory services (2012-2015) and Chief Experience Officer (2015-2019) at the Children’s Hospital of Wisconsin. She was appointed Chair of the Department of Dermatology at the University of Wisconsin-Madison in March 2019.
Dr. Drolet’s research has focused on discoveries related to birthmarks, vascular anomalies and infantile hemangiomas. She has published over 150 peer reviewed manuscripts and established an infrastructure to conduct multidisciplinary and inter-institutional research. She is one of the founding members and past president of the Hemangioma Investigator Group (HIG), a multi-institutional research network consortium. She led several clinical trials and designed longitudinal studies addressing the incidence, demographics, complication rate, and outcomes of vascular anomalies. By leveraging next-generation sequencing technology typically applied to cancer, her team has demonstrated that most vascular anomalies are caused by postzygotic mutations in highly conserved oncogenes. These insights have for the first time revealed potential pharmacologic targets for the treatment of these lesions. Dr. Drolet is past president of the Society for Pediatric Dermatology and serves on the editorial board of Pediatric Dermatology. Her research efforts have been supported by the National Institute of Health, Greater Milwaukee Foundation, Dermatology Foundation, and Pediatric Dermatology Research Alliance (PeDRA).
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Thomas M. Grist, MD, FACR Thomas M. Grist, MD, FACR, received his undergraduate degree in biomedical engineering from Marquette University in Milwaukee, WI, in 1981, and his Doctor of Medicine degree from the Medical College of Wisconsin in 1985. He completed his radiology residency at Duke University in Durham, NC. In 1991, he joined the faculty of the Department of Radiology at the University of Wisconsin in Madison, WI. He is currently the John H. Juhl Professor of Radiology, Medical Physics and Biomedical Engineering, at the UW School of Medicine and Public Health. Since 2005, Grist has served as Chair of the Department of Radiology at the University of Wisconsin School of Medicine and Public Health. During his tenure as Chair, the Department has grown to include 93 Clinical Faculty, 25 Fellows, and 34 Residents. Together with colleagues in Medical Physics and Radiology, Dr. Grist established the Imaging Sciences Center in the Wisconsin Institutes for Medical Research, (WIMR) a nearly 60,000 sq. ft., state- of-the-art facility devoted to the development of imaging technologies and their translation to clinical practice. Dr. Grist has lectured extensively nationally and internationally. He has authored 4 books, 16 book chapters and over 170 peer-reviewed publications. His research has resulted in 16 patents. He is an active member in many professional organizations including International Society for Magnetic Resonance in Medicine (ISMRM), Radiologic Society of North America (RSNA), American Heart Association, and Society for Computed Body Tomography/MR. He has been honored as a Fellow of the American Heart Association, ISMRM, AIMBE, and American College of Radiology. Dr. Grist served as President of the ISMRM; a 6000-member interdisciplinary organization devoted to the development and application of magnetic resonance imaging in medicine. In 2014, Dr. Grist was appointed to the University of Wisconsin Hospitals and Clinics Public Authority Board of Directors and elected by his peers to serve as Chair of the UW Medical Foundation Council of Chairs. Professionally, Dr. Grist is interested in the development and application of advanced magnetic resonance imaging techniques for diagnosis and therapy of human disease, primarily for the evaluation of cardiovascular disorders. Personally, Dr. Grist enjoys all forms of cycling, skiing, and dancing, as well as spending time with his wife and five children in the great outdoors.
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George R. Kamperschroer
George R. Kamperschroer currently serves as the Immediate Past Chair of the Board of Directors of UnityPoint - Meriter and its affiliates and has served a total of eight years on those Boards. George is a lifelong Madison resident, and received both his BA in Political Science and his Law Degree from UW - Madison. George is also a CPA. George recently retired from his leadership position with the business law firm of Neider & Boucher, SC, where he practiced in the area of business formation and business transactions. He joined the firm as a partner in 2002, serving as Managing Partner during his entire tenure. George is currently Of Counsel with the firm. George started his legal career with the Boardman Law Firm, and spent 17 years there, including 13 as a partner and several years in management roles. While with the Boardman Law Firm in 1986, George established and represented Physicians Plus Medical Group (acquired by UWMF in 1998) and Physicians Plus Medical Group (recently merged into Quartz). From 1992 to 2001, George tried his hand at various business positions, including being Vice President for Corporate Development at CUNA Mutual, Vice President of Corporate Affairs at Nelson Industries in Stoughton, and CEO of Great Wolf Lodge Co. In 2002 he felt the need to return to helping small and family owned businesses navigate the difficulties of buying other businesses or selling their own business and began practicing law with Neider & Boucher. In addition to his roles on the UnityPoint - Meriter Boards, George also was one of the two Meriter directors named to the Board of Directors of the UnityPoint - Health System when Meriter affiliated with UnityPoint in 2014. He served on the UnityPoint board for two years until he became no longer eligible upon becoming Chair of the Meriter Boards. In addition to his service on the Meriter and UnityPoint boards, George has always been active on community boards. He is currently Secretary of the Madison Police and Fire Commission, where he has served for nine years, including two stints as President. He served on the Board of Directors of Habitat for Humanity of Dane County, where his eight years of service included a two-year term as Chair and an additional two years as Co -Chair of the organization’s recent capital campaign. George spent six years on the Board of Directors of the Greater Madison Chamber of Commerce, including four years as Secretary, as well as three years on the board of the Greater Madison Convention and Visitors Bureau. Earlier in his career, he is active in the State Bar of Wisconsin and both the Wisconsin and American CPA Associations. His activity in the AICPA included several years on the Board of Examiners where he was a member of, and chaired, the subcommittee responsible for the Law Section of the CPA exam. One of the highlights of his early community involvement was being on the board of the directors of the Wisconsin Chamber Orchestra in the mid-1980s when the orchestra started its very successful summer concert series known as the Concerts on the Square. George lives in Madison with his wife, Julie.
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Thomas Mackie, PhD Thomas “Rock” Mackie is the inaugural leader of the UW Health System’s innovation initiative, which it is pursuing in partnership with the UW School of Medicine and Public Health. Mackie, who was also named Chief Innovation Officer at UW Health, is a well-known member of Madison’s biotechnology sector as a researcher, entrepreneur and investor whose list of innovations and companies includes founding Geometrics and TomoTherapy (incubated at UW Health); investing in and conducting research for Shine Medical Technologies; investing in Wisconsin Brewing and many more. Before and during his long career in company-building and investing, Mackie was a faculty member at the University of Wisconsin-Madison in medical physics and human oncology. He began as an assistant professor in 1989 and concluded his academic career as professor in 2011. Mackie, an emeritus professor of medical physics and engineering at UW, was also the director of medical engineering at the Morgridge Institute for Research in Madison from 2010 to 2014. In addition to his investments in local biotechnology companies, Mackie also sits on the board of several other companies and institutions.
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Richard L. Moss, PhD
Richard L. Moss, PhD, senior associate dean for basic research, biotechnology and graduate studies at the University of Wisconsin School of Medicine and Public Health, received his PhD from the University of Vermont. He followed with postdoctoral studies at the Boston Biomedical Research Institute before joining the faculty at the University of Wisconsin-Madison in 1979.
Moss was chair of the Department of Physiology from 1988 until becoming a senior associate dean at the University of Wisconsin School of Medicine and Public Health in 2009.
He also is the founder and director of the UW-Madison Cardiovascular Research Center, and co-founder and executive director of the Master of Science in Biotechnology Program.
Heart and skeletal muscle physiology is Moss' primary research interest. His laboratory studies contractile processes in heart and skeletal muscles and alterations in contraction in diseases such as heart failure. A primary focus of his research is the set of mechanisms by which calcium, various physical factors and signal transduction pathways regulate myocardial contraction.
In 2007, he was recognized for his research contributions with an honorary MD degree from Uppsala University in Sweden. He has been a member of numerous NIH study sections and other peer-review committees, editor for 11 scientific journals and a guest lecturer or invited speaker across America, Europe and Japan.
Moss has served in many national leadership positions, including as president of the International Society for Heart Research and on the executive council of the Biophysical Society.
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Manish N. Shah, MD, MPH
Manish N. Shah, MD MPH is a Professor in the BerbeeWalsh Department of Emergency Medicine at the University of Wisconsin School of Medicine and Public Health, where he also serves as the Vice Chair of Research and holds the John & Tashia Morgridge Chair for Emergency Medicine Research. Dr. Shah has developed an independently-funded research program dedicated to improving acute illness care for older adults, with a specific focus on developing and testing innovative models of care for acutely ill older adults. His goal is to prevent older adults from needing emergency department care or to develop substitutes for emergency department care. His recent work has been focused in telemedicine and community paramedicine. His work has been funded through NIH early-career and mid-career development awards, as well as R01/U01 level grants from NIH, AHRQ, and the CDC.
Dr. Shah has a deep commitment to training researchers and is increasingly dedicating his efforts to developing the next generation of independent scientists. He has personally mentored many undergraduate, graduate, and medical students; residents; fellows; and faculty. Many are now independent, grant-funded researchers who have had a profound influence within their own fields. His recently awarded NIH Mid-Career Investigator Award (K24) is allowing him to build the pipeline of geriatric emergency medicine researchers. At an institutional level, Dr. Shah is the Director of the NIH- funded KL2 Program at the University of Wisconsin’s Institute for Clinical and Translational Research, serving to train junior faculty researchers from various disciplines.
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Kelly C. Wilson, JD, MBA
Kelly C. Wilson, JD, MBA, is Senior Vice President, Chief Legal Officer for University of Wisconsin Hospital and Clinics, where she has served as an in-house attorney since January 2003. Kelly also serves as Secretary of the UW Hospitals and Clinics Authority Board.
In her role as Senior Vice President, Chief Legal Officer, Kelly oversees the full range of legal and business issues facing a complex academic medical center that is also a public authority, including corporate governance, mergers and acquisitions, patient care, labor and employment, intellectual property, peer review, medical staff, graduate medical education, privacy, mental health, electronic medical records, health information exchange, telemedicine, corporate transactions, contracting, EMTALA, regulatory and accreditation matters and open records/open meetings issues, among others.
Prior to joining UW Hospital, Kelly was a partner with the Chicago law firm of Grippo & Elden, where she had a diverse practice including sports law, intellectual property, labor and employment, general commercial litigation, business and insurance law. Kelly started her legal career at Lord, Bissell & Brook in Chicago, where she counseled a variety of Chicago-area hospitals and physicians on business and litigation matters.
Kelly received her law degree from Harvard Law School, and her MBA and bachelor’s degrees from the University of Wisconsin-Madison.
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Membership Grid
03/01/19
Elizabeth Burnside-Rollins MD, MPH Associate Dean for Team Science and Interdisciplinary Research
UWSMPH Dean (or designee)
608-265-4099
UW School of Medicine and Public Health 600 Highland Avenue MC 3252 Madison WI 53792
eburnside@uwhealth.org
608-662-1277
Casimir Jones, S.C. 2275 Deming Way, Suite 310 Middleton WI 53562
dacasimir@casimirjones.com
608-265-8231
tgrist@uwhealth.org Fax 608-263-0876
UWHCA CEO (or designee)
phutter@uwhealth.org Fax 608-203-1016
Ex-Officio
608-262-7358
UW Health 600 Highland Avenue MC 8370 Madison WI 53792
trmackie@wisc.edu
Two (2) Named By UWHCA CEO
608-960-9886
WARF Ventures 614 Walnut Street 13th Floor Madison WI 53726
mpartsch@warf.org
Kurt Zimmerman Director of the Office of Industry Engagement and Master of Science in Biotechnology Program
Administrative Director
608-262-0685
UW School of Medicine and Public Health 750 Highland Ave Room 4110 Madison WI 53705
kjzimmerman@wisc.edu
Members Bios
Page 56 of 81
Elizabeth Burnside, MD, MPH, MS, FACR Elizabeth Burnside is a professor of radiology in the University of Wisconsin School of Medicine and Public Health. Her degrees include an MD combined with a master's in Public Health as well as a master's degree in Medical Informatics. As a result, her research investigates the use of computational methods to improve decision-making in the domain of breast imaging in the pursuit of improving the population-based screening and diagnosis of breast cancer. This multidisciplinary research is facilitated by affiliate appointments in the Departments of Industrial Engineering, Biostatistics and Medical Informatics, and Population Health Science at UW. Dr. Burnside has published over 90 peer review articles. Her research has secured continuous NIH funding since 2006 garnering a total of $4.6 million in extramural funding. She served as a charter member on the Biomedical Imaging Technology (BMIT) Study Section at the NIH. Dr. Burnside is a subspecialty trained breast imager with an active clinical practice providing all imaging and interventional procedure utilized for the early diagnosis of breast cancer. In addition to her role as a clinician scientist, Dr. Burnside has developed a track-record of mentoring clinician scientists and trainees from translational disciplines, also supported by NIH funding. Dr. Burnside was elected a Fellow in the Society of Breast Imaging in 2004 and a Fellow in the American College of Radiology in 2017. Most recent career milestones include assumption of the role of Deputy Executive Director of the Institute for Clinical and Translational Research (ICTR) and Associate Dean in the School of Medicine and Public Health (SMPH). Previously, she served as Vice Chair of Health Services and Outcomes from 2014 to 2017 and Vice Chair of Research in the Department of Radiology from 2010 to 2014. She participated in the Physician Leadership Development Program at UW Health, the Executive Leadership in Academic Medicine (ELAM) in 2010-2011, and the Joseph F. Kauffman Administrative Development Program in 2017.
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David A. Casimir, JD, PhD
Dr. David Casimir is an attorney with the Madison-based firm of Casimir Jones. Dr. Casimir counsels clients in all areas of intellectual property including patents, trademarks, copyrights, and trade secrets. A major focus of his practice is in the area of patent prosecution, post-issuance proceedings, litigation, litigation avoidance, due diligence, business counseling, and licensing with an emphasis in the biotechnology, pharmaceutical, chemical, medical device, and business methods fields.
Dr. Casimir has participated in the prosecution of over a thousand patent applications spanning topics such as molecular diagnostics, imaging systems, disease therapies, drugs, vaccines, drug delivery systems, research tools, enzymes, genes, artificial organs, transgenic animals, stem cells, nucleic acid synthesis, organic synthesis, multimedia information processing, material sciences, sensory substitution and enhancement, medical devices, nutraceuticals, ballistics systems, software, and Internet applications.
Dr. Casimir has worked with numerous small and large companies, universities, and institutes on all aspects of the intellectual property life cycle from procurement, post-issuance proceedings (re- examinations, re-issues, oppositions), strategic analysis, complex portfolio development, due diligence in funding rounds, IPOs, and mergers and acquisitions, licensing and negotiation, and litigation and dispute settlement. Dr. Casimir has significant experience and expertise in managing large, complex patent portfolios and positioning such portfolios for withstanding scrutiny in litigation and due diligence analysis associated with funding or acquisition events.
Dr. Casimir has participated in numerous intellectual property lawsuits, representing both plaintiffs and defendants. Dr. Casimir is also frequently engaged to provide freedom-to-operate opinions, including non-infringement and invalidity opinions.
Professional Experience Founding Shareholder, Casimir Jones, S.C., 2007 to present Adjunct professor, University of Wisconsin Law School, 2012 to present Partner, Medlen & Carroll, LLP, 2001-2007 Associate, Medlen & Carroll, LLP, 2000-2001 Patent Agent, Medlen & Carroll, LLP, 1998-2000 Technology Specialist, Medlen & Carroll, LLP, 1997-1998 Research Fellow, University of Wisconsin-Madison, 1993-1996 Education Stanford Law School, Stanford, CA, J.D., 1999 University of Wisconsin-Madison, Madison, WI, Ph.D., Biochemistry, 1996 University of Wisconsin-Madison, Madison, WI, M.S., Biochemistry, 1995 University of Michigan-Ann Arbor, Ann Arbor, MI, B.S., Cellular and Molecular Biology, 1993 Lecturer/Instructor/Advisor University of Wisconsin Law School, 2012-present University of Wisconsin School of Business, 2005-present University of Michigan, Medical School, Department of Pharmacology, 2011-present University of Wisconsin, Law & Entrepreneurship Clinic, 2010-present University of Michigan, MTRAC, advisory committee, 2013-present
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Thomas M. Grist, MD, FACR
Thomas M. Grist, MD, FACR, received his undergraduate degree in biomedical engineering from Marquette University in Milwaukee, WI, in 1981, and his Doctor of Medicine degree from the Medical College of Wisconsin in 1985. He completed his radiology residency at Duke University in Durham, NC. In 1991, he joined the faculty of the Department of Radiology at the University of Wisconsin in Madison, WI. He is currently the John H. Juhl Professor of Radiology, Medical Physics and Biomedical Engineering, at the UW School of Medicine and Public Health. Since 2005, Grist has served as Chair of the Department of Radiology at the University of Wisconsin School of Medicine and Public Health. During his tenure as Chair, the Department has grown to include 93 Clinical Faculty, 25 Fellows, and 34 Residents. Together with colleagues in Medical Physics and Radiology, Dr. Grist established the Imaging Sciences Center in the Wisconsin Institutes for Medical Research, (WIMR) a nearly 60,000 sq. ft., state- of-the-art facility devoted to the development of imaging technologies and their translation to clinical practice. Dr. Grist has lectured extensively nationally and internationally. He has authored 4 books, 16 book chapters and over 170 peer-reviewed publications. His research has resulted in 16 patents. He is an active member in many professional organizations including International Society for Magnetic Resonance in Medicine (ISMRM), Radiologic Society of North America (RSNA), American Heart Association, and Society for Computed Body Tomography/MR. He has been honored as a Fellow of the American Heart Association, ISMRM, AIMBE, and American College of Radiology. Dr. Grist served as President of the ISMRM; a 6000-member interdisciplinary organization devoted to the development and application of magnetic resonance imaging in medicine. In 2014, Dr. Grist was appointed to the University of Wisconsin Hospitals and Clinics Public Authority Board of Directors and elected by his peers to serve as Chair of the UW Medical Foundation Council of Chairs. Professionally, Dr. Grist is interested in the development and application of advanced magnetic resonance imaging techniques for diagnosis and therapy of human disease, primarily for the evaluation of cardiovascular disorders. Personally, Dr. Grist enjoys all forms of cycling, skiing, and dancing, as well as spending time with his wife and five children in the great outdoors.
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Patricia M. Hutter, JD
Patricia M. Hutter, JD, is Vice President, Deputy General Counsel - Corporate Affairs. In this role, she is responsible for the leadership, administration, direction, coordination and evaluation of the legal functions and activities of UW Health and its subsidiaries in the following areas: corporate law, mergers and acquisitions, corporate transactions, corporate governance, contracts, intellectual property and innovation, antitrust, managed care, real estate and regulatory law. She also participates in the development of the institutional strategic plan to ensure accomplishment of the mission and vision of UW Health and guides and directs strategic planning for her areas of responsibility.
Prior to joining UW Health, Patricia was a partner and Mergers and Acquisitions Team Leader of an AmLaw 100 law firm and had a diverse corporate practice including, mergers and acquisitions, corporate transactions, corporate governance, contracting and general business law.
Patricia received her Juris Doctorate from the University Of Illinois College Of Law and her Bachelor of Arts - History from the University Of Illinois.
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Thomas Mackie, PhD Thomas “Rock” Mackie is the inaugural leader of the UW Health System’s innovation initiative, which it is pursuing in partnership with the UW School of Medicine and Public Health. Mackie, who was also named Chief Innovation Officer at UW Health, is a well-known member of Madison’s biotechnology sector as a researcher, entrepreneur and investor whose list of innovations and companies includes founding Geometrics and TomoTherapy (incubated at UW Health); investing in and conducting research for Shine Medical Technologies; investing in Wisconsin Brewing and many more. Before and during his long career in company-building and investing, Mackie was a faculty member at the University of Wisconsin-Madison in medical physics and human oncology. He began as an assistant professor in 1989 and concluded his academic career as professor in 2011. Mackie, an emeritus professor of medical physics and engineering at UW, was also the director of medical engineering at the Morgridge Institute for Research in Madison from 2010 to 2014. In addition to his investments in local biotechnology companies, Mackie also sits on the board of several other companies and institutions.
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Michael J. Partsch Michael J. Partsch has 30 years of experience in venture investing and start-up company development. He has concentrated on the life sciences industry since 1989 when he was a founding member of a biotechnology company called Neose Technologies. During those years he has developed a highly refined skill at forming and interacting with entrepreneurial management teams, with a strong background in university-based spinouts. Mike’s venture capital experience spans four firms: Accuitive Medical Ventures, Versant Ventures, EDF Ventures, and the CEO Venture Fund. Additionally, Mike was selected as a Kauffman Fellow, which is a prestigious two-year post-graduate fellowship in venture capital sponsored by the Kauffman Foundation. Mike continues to be involved in the organization which sponsors networking and mentorship opportunities as well as a forum for sharing best practices. Most recently, Mike joined the Wisconsin Alumni Research Foundation (WARF) as their inaugural Chief Venture Officer. In this capacity, Mike manages a venture fund and portfolio of $110M. Previously, Mike founded AcceleMed Management, Inc. Fulfilling several roles in the development of new medical device technologies, AcceleMed sources, founds and manages innovative medical device companies. Through AcceleMed, Mike serves as management for a portfolio of medical device start-ups. For Cervel (f.k.a NeoStim) the first start-up in AcceleMed, Mike raised $9 million in capital over two financing rounds. Cervel has raised two additional rounds of financing and is currently in clinical trials. Mike, through AcceleMed, also co-founded three additional medical device start-ups. Additionally, Mike served as an independent board member for MyoScience (Menlo Park). Before founding AcceleMed, Mike was one of the founders of Accuitive Medical Ventures (AMV), a venture capital firm focused on investing in early stage medical device technologies. As one of the founders, Mike played a significant role in devising the fund’s investment strategy, raising the $55M first fund, and deploying the capital in 10 investments. Mike also has assisted in raising $105M of AMV’s follow-on second fund. Prior to co-founding AMV, Mike worked for three years with Versant Ventures, a premier $650 million healthcare-focused venture fund. At Versant, Mike focused on medical device investing, and played significant roles in the investments in: IntraLase Corp. (NASDAQ: ILSE), Glaukos, Confirma, Cameron Health, AcuFocus, NeoVista, Inogen and Second Sight. As a Kaufman Fellow, Mike worked for EDF Ventures in Ann Arbor, MI. While at EDF, he served as interim CFO of IntraLase, Corp. (NASDAQ: ILSE). Also, at EDF, Mike founded HandyLab, Inc. which was recently acquired by Becton Dickenson for $275 million. Before receiving the Kaufman Fellowship, Mike became interested in business administration through his work with CEO Venture Fund in Pittsburgh, PA where he was responsible for reviewing much of the life science deal flow for the firm while attending business school.
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Mike co-developed and taught the James R. Swarz Entrepreneurship Boot Camp, a two-week boot camp for entrepreneurial MBA students at Carnegie Mellon University. Mike’s entrepreneurial activity began when he was an undergraduate student at the University of Pennsylvania where he helped start Neose Technologies. He continued with the firm through his college years and transitioned after graduation to a scientist at the firm, where he helped lay the foundation for much of the critical biochemistry for Neose’s early projects. Neose went public in 1996 (NASDAQ:NTEC). Mike received a dual major bachelor’s degree in Biology and Philosophy of Science with a minor in Chemistry from the University of Pennsylvania and holds an MBA from Carnegie Mellon University with dual concentrations in Finance and Entrepreneurship.
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UW Health Financial Reports
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-FY19 for the month of February, Operating Income is $13.6M which is $1.8M favorable to the budgeted income of $11.8M. This is consistent with what we saw last FY, which was $13.8M of income. Operating margin is 5.0% on a budget of 4.4%. For February YTD, operating income was $86.9M which is $12.9M favorable to the budgeted income of $74.0M.
-For the month of February, non-operating income was $20.0M favorable to budget. February YTD non-operating income is $6.8M unfavorable to budget. The vast majority of the budget variance relates to unrealized losses on investments.
-The February results for UW Health – Madison, do include a true-up for the Meriter JOA January actual results. JOA performance this FY is exceeding budget. Through February, it is $11.8M favorable to budget and $5.7M favorable to last year’s performance for 8 months of the FY.
Executive Summary of Financials
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UW Health Current Month Operating Margin February 28, 2019
• Combined total includes eliminations and the Academic support included as an operating expense. • ** Combined HC/MF without eliminations
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UW Health YTD Operating Margin February 28, 2019
• Combined total includes eliminations and the Academic support included as an operating expense. • ** Combined HC/MF without eliminations
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Summary of Enterprise-Wide February 28, 2019 Operating Results with JOA
5
Actual Budget Actual Variance Vs. Feb 2019 Feb 2019 Feb 2018 Budget
Operating Revenue 272.3$ 266.9$ 265.4$ 2.0% Operating Expenses: Non-physician salaries and fringe benefits 111.4 112.5 106.0 1.0% Physician salaries and fringe benefits 26.4 25.9 32.4 -1.7% Salaries and fringe benefits 137.8 138.5 138.4 0.5% Medical materials and supplies 22.5 21.3 21.3 -6.0% Pharmaceuticals 37.3 31.3 33.3 -18.9% Other expenses 54.9 56.4 51.3 2.6% Academic Advancement Support 6.7 6.2 5.7 -7.5% Results of JOA (0.6) 1.4 1.5 144.8% Total Operating Expenses 258.7 255.1 251.6 -1.4% Operating Income 13.6 11.8 13.8 15.5% Nonoperating Income * 20.4 4.4 (29.6) 364.3%
Net Income 34.0$ 16.2$ (15.8)$ 110.3% *Includes Income Tax (Expense)
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Summary of Enterprise-Wide YTD February 28, 2019 Operating Results with JOA
6
Actual YTD Budget YTD Actual YTD Variance Vs. Feb 2019 Feb 2019 Feb 2018 Budget
Operating Revenue 2,196.5$ 2,207.3$ 2,084.9$ -0.5% Operating Expenses: Non-physician salaries and fringe benefits 949.8 965.5 907.3 1.6% Physician salaries and fringe benefits 217.1 209.3 236.8 -3.8% Salaries and fringe benefits 1,167.0 1,174.8 1,144.1 0.7% Medical materials and supplies 183.8 178.8 173.9 -2.8% Pharmaceuticals 297.2 278.0 269.8 -6.9% Other expenses 414.4 440.6 390.8 5.9% Academic Advancement Support 47.9 50.0 45.9 4.1% Results of JOA (0.8) 11.0 4.9 106.9% Total Operating Expenses 2,109.5 2,133.2 2,029.5 1.1% Operating Income 86.9 74.0 55.4 17.4% Nonoperating Income * 28.3 35.1 51.2 -19.4%
Net Income 115.2$ 109.1$ 106.6$ 5.6% *Includes Income Tax (Expense)
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Moodys "Aa3" Rated (2)
Total Margin 5.3% 4.5% 5.8%
Days Cash on Hand * (including Academic Support) 210 243 234
Days in Accounts Receivable ** 46 48 48
Long Term Debt to Capitalization 28.7% 29.2% 27.7%
Operating Cash Flow 8.3% 8.7% 8.3%
Cash-to-Debt 187.4% 187.7% 206.7%
Compensation Ratio of NPR 55.1% 57.1%
* excludes provision for bad debt and retiree health insurance ** average for 8 months (1) S&P's 2017 financial ratios based on 35 obligators rated "AA-" by S&P. Based on 2017 audited financials. (2) Moody's 2017 financial ratios based on 37 "Aa3" rated hospitals. Based on 2017 audited financials.
Industry Comparisons Healthcare System
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Appendix of Additional Information
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9
Variance to Prior Year
Year
Surgeries - Total 5,581 5,752 (171) -3.0% 5,416 165 3.0% University Hospital 1,846 1,957 (111) -5.7% 1,934 (88) -4.6% TAC 664 715 (51) -7.1% 548 116 21.2% AFCH/Peds 554 604 (50) -8.3% 552 2 0.4% Meriter 620 626 (6) -1.0% 603 17 2.8% MSC 1,092 941 151 16.0% 972 120 12.3% TSC 90 94 (4) -4.3% 91 (1) -1.1%
Madison Subtotal 4,866 4,937 (71) -1.4% 4,700 166 3.5% SAHS 715 815 (100) -12.3% 716 (1) -0.1% Admissions - Total 4,966 5,398 (432) -8.0% 5,210 (244) -4.7% University Hospital 1,919 1,944 (25) -1.3% 2,037 (118) -5.8% TAC 333 367 (34) -9.3% 292 41 14.0% AFCH/Peds 297 367 (70) -19.1% 345 (48) -13.9% Meriter 1,246 1,412 (166) -11.8% 1,262 (16) -1.3%
Madison Subtotal 3,795 4,090 (295) -7.2% 3,936 (141) -3.6% SAHS 1,171 1,308 (137) -10.5% 1,274 (103) -8.1% Patient Days - Total 24,428 24,576 (148) -0.6% 24,162 266 1.1% University Hospital 11,122 10,332 790 7.6% 11,287 (165) -1.5% TAC 736 674 62 9.2% 645 91 14.1% AFCH/Peds 1,684 2,176 (492) -22.6% 1,872 (188) -10.0% Meriter 5,733 5,960 (227) -3.8% 5,415 318 5.9%
Madison Subtotal 19,275 19,142 133 0.7% 19,219 56 0.3% SAHS 5,153 5,434 (281) -5.2% 4,943 210 4.2%
Patient Volume Drivers
10
Variance to Prior Year
Year
Clinic Visits - Total 104,520 110,376 (5,856) -5.3% 105,245 (725) -0.7% University Hospital 42,938 40,784 2,154 5.3% 39,968 2,970 7.4% TAC 6,390 5,889 501 8.5% 5,443 947 17.4% AFCH/Peds 9,816 10,936 (1,120) -10.2% 9,492 324 3.4% Meriter 12,541 16,218 (3,677) -22.7% 15,721 (3,180) -20.2%
Madison Subtotal 71,685 73,827 (2,142) -2.9% 70,624 1,061 1.5% SAHS 32,835 36,549 (3,714) -10.2% 34,621 (1,786) -5.2% ED Visits - Total 14,866 16,113 (1,247) -7.7% 16,239 (1,373) -8.5% UH Adult 3,779 3,608 171 4.7% UH Peds 1,022 1,200 (178) -14.8% UH Total 4,801 4,901 (100) -2.0% 4,808 (7) -0.1%
TAC Adult 1,260 1,191 69 5.8% TAC Peds 167 202 (35) -17.3% TAC Total 1,427 1,455 (28) -1.9% 1,393 34 2.4%
Meriter 3,157 3,083 74 2.4% 3,110 47 1.5% Madison Subtotal 9,385 9,439 (54) -0.6% 9,311 74 0.8%
SAHS 5,481 6,674 (1,193) -17.9% 6,928 (1,447) -20.9%
Patient Volume Drivers
11
Variance to Prior Year
Year
Surgeries - Total 46,758 47,010 (252) -0.5% 45,566 1,192 2.6% University Hospital 15,814 16,262 (448) -2.8% 16,273 (459) -2.8% TAC 5,385 5,858 (473) -8.1% 4,376 1,009 23.1% AFCH/Peds 4,864 5,006 (142) -2.8% 4,692 172 3.7% Meriter 5,300 4,989 311 6.2% 5,104 196 3.8% MSC 8,432 7,528 904 12.0% 7,976 456 5.7% TSC 768 752 16 2.1% 749 19 2.5%
Madison Subtotal 40,563 40,395 168 0.4% 39,170 1,393 3.6% SAHS 6,195 6,615 (420) -6.3% 6,396 (201) -3.1% Admissions - Total 42,565 45,571 (3,006) -6.6% 42,783 (218) -0.5% University Hospital 17,001 17,444 (443) -2.5% 17,358 (357) -2.1% TAC 2,610 3,140 (530) -16.9% 2,165 445 20.6% AFCH/Peds 2,734 2,709 25 0.9% 2,596 138 5.3% Meriter 10,544 11,414 (870) -7.6% 10,258 286 2.8%
Madison Subtotal 32,889 34,707 (1,818) -5.2% 32,377 512 1.6% SAHS 9,676 10,864 (1,188) -10.9% 10,406 (730) -7.0% Patient Days - Total 201,371 207,714 (6,343) -3.1% 198,221 3,150 1.6% University Hospital 95,798 93,626 2,172 2.3% 93,855 1,943 2.1% TAC 5,651 5,571 80 1.4% 4,701 950 20.2% AFCH/Peds 13,875 16,190 (2,315) -14.3% 14,587 (712) -4.9% Meriter 46,427 48,553 (2,126) -4.4% 44,199 2,228 5.0%
Madison Subtotal 161,751 163,940 (2,189) -1.3% 157,342 4,409 2.8% SAHS 39,620 43,774 (4,154) -9.5% 40,879 (1,259) -3.1%
Patient Volume Drivers
12
Variance to Prior Year
Year
Clinic Visits - Total 877,035 911,412 (34,377) -3.8% 889,610 (12,575) -1.4% University Hospital 345,470 340,307 5,163 1.5% 335,428 10,042 3.0% TAC 50,927 49,175 1,752 3.6% 45,919 5,008 10.9% AFCH/Peds 83,213 91,571 (8,358) -9.1% 81,589 1,624 2.0% Meriter 120,479 129,185 (8,706) -6.7% 139,795 (19,316) -13.8%
Madison Subtotal 600,089 610,238 (10,149) -1.7% 602,731 (2,642) -0.4% SAHS 276,946 301,174 (24,228) -8.0% 286,879 (9,933) -3.5% ED Visits - Total 129,554 135,805 (6,251) -4.6% 133,349 (3,795) -2.8% UH Adult 31,809 31,228 581 1.9% UH Peds 8,515 8,615 (100) -1.2% UH Total 40,324 40,757 (433) -1.1% 39,843 481 1.2%
TAC Adult 10,801 9,814 987 10.1% TAC Peds 1,493 1,563 (70) -4.5% TAC Total 12,294 11,642 652 5.6% 11,377 917 8.1%
Meriter 27,369 26,189 1,180 4.5% 25,763 1,606 6.2% Madison Subtotal 79,987 78,588 1,399 1.8% 76,983 3,004 3.9%
SAHS 49,567 57,217 (7,650) -13.4% 56,366 (6,799) -12.1%
Patient Volume Drivers
13
Net Days Revenue Outstanding
RDI Net Accounts Receivable
Net Days Revenue Outstanding
Total Net Accounts Receivable
Net Days Revenue Outstanding
Feb-18 288,490,633 41.0 53,431,089 42.7 341,921,722 41.3 Mar-18 287,564,270 40.5 60,920,998 48.5 348,485,268 41.7 Apr-18 293,256,109 41.1 50,627,062 40.4 343,883,171 41.0
May-18 293,787,651 40.9 51,446,219 41.1 345,233,870 41.0 Jun-18 315,671,186 43.7 65,183,993 51.0 380,855,179 44.8 Jul-18 320,124,170 44.4 70,821,931 60.6 390,946,101 46.7
Aug-18 314,544,992 42.6 62,720,151 49.3 377,265,143 43.7 Sep-18 320,757,210 44.1 63,501,400 52.2 384,258,610 45.3 Oct-18 321,103,584 43.4 74,130,776 59.2 395,234,360 45.7
Nov-18 325,201,482 43.6 82,288,956 65.3 407,490,438 46.8 Dec-18 316,094,332 42.8 79,820,063 63.1 395,914,395 45.8 Jan-19 314,040,223 42.6 76,594,280 60.5 390,634,503 45.2 Feb-19 329,619,353 44.2 72,915,923 57.3 402,535,276 46.2
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Actual YTD Budget YTD $ Variance % Variance Actual YTD $ Variance % Variance February 2019 February 2019 Vs. Budget Vs. Budget February 2018 Vs. Prior Yr Vs. PY
Earned Investment Income 15,900,556 17,048,811 (1,148,255) -6.7% 31,047,903 (15,147,347) -48.8% Equity in earnings of joint ventures 12,092,913 12,252,160 (159,247) -1.3% 1,797,562 10,295,351 572.7% Unrealized gain (loss) on investments (3,390,207) 4,413,184 (7,803,391) -176.8% 12,670,429 (16,060,636) -126.8% Other, net * 3,665,521 1,379,467 2,286,054 165.7% 5,678,841 (2,013,320) -35.5% Total nonoperating revenues (expenses), net 28,268,783 35,093,622 (6,824,839) -19.4% 51,194,735 (22,925,952) -44.8%
* includes Income Tax (Expense)
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Actual YTD Budget YTD $ Variance % Variance Actual YTD $ Variance % Variance Feb 2019 Feb 2019 Vs. Budget Vs. Budget Feb 2018 Vs. PY Vs. PY
MUHL (66,215) - (66,215) 100% (55,489) (10,726) 19% Chartwell 2,447,968 1,808,851 639,117 35% 2,481,586 (33,618) -1% MERI (10,612) - (10,612) -100% 7,673 (18,285) -238% UHC 3,362,270 3,838,097 (475,827) -12% (3,688,320) 7,050,590 -191% Madison Surgery Center 2,980,801 3,087,455 (106,654) -3% 3,263,577 (282,776) -9% Generations (38,047) (271,027) 232,980 -86% (327,931) 289,884 -88% Madison Rehab Hospital 2,006,140 1,981,078 25,062 1% 1,656,115 350,025 21% Wisconsin Dialysis 736,241 1,209,690 (473,449) -39% 1,094,149 (357,908) -33% Inntowner - - - 0% - - 0% Transformations Surgery Cente 217,666 64,920 152,746 235% 159,349 58,317 37% Wisconsin Sleep 297,001 317,832 (20,831) -7% 268,458 28,543 11% ACO - - - 0% - - 0% Madison Medical Center - - - 0% (3,258,484) 3,258,484 0% Other 159,700 215,264 (55,564) 0% 196,879 (37,179) 0% Total 12,092,913 12,252,160 (159,247) -1% 1,797,562 10,295,351 573%
UW Health Madison Eight Months Ended February 28, 2019
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Operating Expenses: Non-phyisician salaries and benefits 517,389,231 173,475,763 788,148,879 161,697,766 949,846,645 Physician salaries and benefits - 187,960,499 187,960,499 29,189,500 217,149,999 Salaries & Benefits 517,389,231 361,436,262 976,109,378 190,887,266 1,166,996,644 Supplies and Other Expenses 396,358,577 84,381,450 383,456,142 120,741,891 501,719,547 Pharmaceuticals 243,382,633 24,118,644 267,501,277 29,656,873 297,158,150 Interest 14,540,662 476,719 15,017,381 1,937,844 16,955,225 Depreciation 56,659,419 5,198,219 61,857,638 16,933,579 78,791,217 Total Operating Expenses 1,228,330,522 475,611,294 1,703,941,816 360,157,453 2,061,620,783
Operating Income 91,279,255 38,923,568 130,202,823 4,630,964 134,833,787
Academic Advancement Support (non-operating) (13,671,904) (34,241,587) (47,913,491) - (47,913,491)
Income Before Other Other Non-Operating Activity 77,607,351 4,681,981 82,289,332 4,630,964 86,920,296
Total Non-operating Revenue and Income Tax Expense 17,187,753 9,159,878 26,347,631 1,921,152 28,268,783
Net Income 94,795,104 13,841,859 108,636,963 6,552,116 115,189,079
Elimination Entries are not displayed by are part of the Consolidated Numbers
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Consolidated
Property, Plant & Equipment, Net 780,985,065 75,169,872 856,154,937 356,980,422 1,213,135,359
Other Assets & Deferred Outflows of Resources 669,457,382 74,650,432 730,883,152 41,626,392 771,611,486
Total Assets & Deferred Outflows of Resources 2,834,322,876$ 536,508,436$ 3,357,606,650$ 911,387,102$ 4,268,095,694$
Current Liabilities 269,726,161 148,070,789 404,572,288 134,557,771 538,232,001
Long-term Debt & Deferred Inflows of Resources 1,075,795,449 30,605,000 1,106,400,449 260,191,836 1,366,592,285
Net Position Unrestricted 1,421,335,287 357,832,647 1,779,167,934 507,427,903 2,286,595,837 Restricted 67,465,979 - 67,465,979 9,209,592 76,675,571
Total Liabilities, Deferred Inflows of Resources & Net Position 2,834,322,876$ 536,508,436$ 3,357,606,650$ 911,387,102$ 4,268,095,694$
Elimination Entries are not displayed but are part of the Consolidated Numbers
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UW Health Financial Structure
University of Wisconsin Medical Foundation
Regional Division, Inc.1
The American Center Ambulatory Clinics
InnTowner, LLC
Ambulatory Clinics Madison Medical Center
SA Hospital Rockford SA Hospital Belvidere
SA Medical Group Regional Cancer Center
SA Home Health Other Entities
University Health Care, Inc.2 Quartz/Unity/GHP/PPIC Insurance Companies
Madison Surgery Center Wisconsin Dialysis
Chartwell Enterprises Generations
UW Health ACO
Madison Environmental Transformations Surgery Center
Wisconsin Sleep
1 Includes minority investments in UW Cancer Center Johnson Creek and AboutHealth
2 Includes Health Professionals of Wisconsin and eCare of Wisconsin
These entities were integrated on July 1, 2015.
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Consent Agenda
Meeting Minutes
Medical Staff Membership and Clinical Privileges - March 2019
Attachment - Medical Staff Membership and Clinical Privileges - March 2019
Regional Division, Inc.
Executive Summary - R