BOARD OF DIRECTOR’S MEETING AGENDA PACKET

April 12, 2021 BOARD OF DIRECTORS

Linda Greer, RN, Chair Jeffrey D. Griffith, EMT-P, Vice Chair Laura Barry, Treasurer Theresa Corrales, RN, Secretary Richard Engel, MD, Director John Clark, Director Laurie Edwards-Tate, MS, Director

Diane Hansen, President and CEO

Regular meetings of the Board of Directors are usually held on the second Monday of each month at 6:30 p.m., unless indicated otherwise. For an agenda, locations or further information call (760) 740-6375, or visit our website at www.palomarhealth.org

MISSION STATEMENT

The Mission of Palomar Health is to: Heal, comfort, and promote health in the communities we serve

VISION STATEMENT

Palomar Health will be the health system of choice for patients, physicians and employees, recognized nationally for the highest quality of clinical care and access to comprehensive services

VALUES

Compassion - Providing comfort and care Excellence - Aspiring to be the best Integrity - Doing the right thing for the right reason Service - Serving others and our community Teamwork - Working together toward shared goals Trust - Delivering on promises

Affiliated Entities *Palomar Medical Center Escondido * Palomar Medical Center Downtown Escondido * Palomar Medical Center Poway *Palomar Health Foundation * Palomar Home Care * Arch Health Partners *Palomar Health Development, Inc.* North San Diego County Health Facilities Financing Authority* *San Marcos Ambulatory Care Center * Villa Pomerado * Palomar Health Source* POSTED MONDAY, ` APRIL 5, 2021 BOARD OF DIRECTORS MEETING

Monday, April 12, 2021 Meeting to begin immediately following the 5:30 Special Session Board of Directors meeting

Meeting participation to be virtual pursuant to California Governor Newsom’s Executive Order N-29-20 - Please see meeting login information below -

Form A Time Page Target I. CALL TO ORDER 6:30 II. ESTABLISHMENT OF QUORUM 2 6:32 III. OPENING CEREMONY 3 6:35 A. Pledge of Allegiance to the Flag 1 IV. PUBLIC COMMENTS 15 6:50 V. * MINUTES (ADD A) 5 1 6:55 A. Special Session Board of Directors Meeting - Monday, March 8, 2021 (Pp5-17) B. Board of Directors Meeting - Monday, March 8, 2021 (Pp18-29) VI. * APPROVAL OF AGENDA to accept the Consent Items as listed (ADD B) 5 7:00 A. Palomar Medical Center Escondido Medical Staff Credentialing & Reappointments (Pp31-37) 2 B. Palomar Medical Center Poway Medical Staff Credentialing & Reappointments (Pp38-39) 3 VII. PRESENTATIONS A. Quality and Patient Safety 5 7:05 VIII. REPORTS A. Medical Staffs 1. Palomar Medical Center Escondido - Sabiha Pasha, M.D. 5 7:10 2. Palomar Medical Center Poway - Edward Gurrola II, M.D. 5 7:15 B. Administrative 1. President and CEO - Diane Hansen 10 7:25 a. COVID-19 Update b. CEO Assistant 2. Chair of the Board - Linda Greer, R.N. 5 7:30 IX. * APPROVAL OF BYLAWS, CHARTERS, POLICIES, RESOLUTIONS 10 7:40 (ADD C) Board Item Committee Action A. Resolution No. 04.12.21(02)-09 of the Board of Directors of Palomar Health Approving Operation of the Neurosurgery Call Panel Review/Approve on an Exclusive Basis (Pp41-42) B. Board Community Relations Section of the Palomar Health Bylaws Community Review/Approve (Redline version P43 Clean version P44) Relations C. Resolution No. 04.12.21(01)-08 of the Board of Directors of Community Palomar Health Establishing Board Community Relations Committee Review/Approve Meetings for Calendar Year 2021 (P45) Relations D. Resolution No. 04.12.21(03)-10 of the Board of Directors of Human Palomar Health Establishing Board Human Resources Committee Review/Approve Meetings for Calendar Year 2021 (P46) Resources Form A Time Page Target X. COMMITTEE REPORTS (ADD D) 10 7:50 A. Audit & Compliance Committee - John Clark, Committee Chair (committee was dark in March) B. Community Relations Committee - Laurie Edwards-Tate, Committee Chair (Pp48-49) C. Finance Committee - Laura Barry, Committee Chair (committee was dark in March) D. Governance Committee - Jeff Griffith, Committee Chair (committee was dark in March) E. Human Resources Committee - Terry Corrales, Committee Chair (Pp50-51) F. Quality Review Committee - Linda Greer, Committee Chair (committee was dark in March) G. Strategic & Facilities Planning Committee - Richard Engel, Committee Chair (P52) 1 XI. PUBLIC COMMENTS 15 8:05 XII. BOARD MEMBER COMMENTS / AGENDA ITEMS FOR NEXT MONTH 10 8:15 XIII. FINAL ADJOURNMENT 1 8:16

* Asterisks indicate anticipated action. Action is not limited to those designated items.

1 5 minutes allowed per speaker with a cumulative total of 15 minutes per group. For further details, see Request for Public Comment Notice available by copying and pasting the URL below into your browser.

https://www.palomarhealth.org/media/file/REQUEST%20FOR%20PUBLIC%20COMMENT%20FORM%20POLICY%2010_30_2020.pdf

Please join meeting from your computer, tablet or smartphone https://global.gotomeeting.com/join/144782581

You can also dial in using your phone United States (Toll Free): 1 866 899 4679 Access Code: 144-782-581 New to GoToMeeting? Get the app now and be ready when your first meeting starts: https://global.gotomeeting.com/install/144782581 Minutes Board of Directors Meetings March 2021

TO: Board of Directors

MEETING DATE: Monday, April 12, 2021

FROM: Debbie Hollick, Assistant to the Board of Directors

Background: The minutes from the March 2021 Regular and Special Session Board of Directors meetings are respectfully submitted for approval.

Budget Impact: N/A

Staff Recommendation: Recommendation to approve the March 2021 Regular and Special Session Board of Directors meeting minutes.

Committee Questions: N/A

COMMITTEE RECOMMENDATION: N/A

Motion:

Individual Action:

Information:

Required Time:

1 Palomar Medical Center Escondido Medical Staff Credentialing Recommendations

TO: Board of Directors

MEETING DATE: April 12, 2021

FROM: Sabiha Pasha, M.D., Chief of Staff, Palomar Medical Center Escondido

Background: Credentialing Recommendations from the Medical Executive Committee of Palomar Medical Center Escondido.

Budget Impact: None

Staff Recommendation: Recommend Approval

Committee Questions:

COMMITTEE RECOMMENDATION: Approval

Motion: X

Individual Action:

Information:

Required Time:

Form A 2 Palomar Medical Center Poway Medical Staff Credentials Recommendations March 2021

TO Board of Directors

MEETING DATE: Monday, April 12,2021

FROM: Edward Gurrola ll, Ni].D., Chief of Staff, palomar lvledical Center Poway

Background: l\ilonthly credentials recommendations f rom palomar lvledical Center Poway lvledical Executive Committee for approval by the Board of Directors.

Budget lmpact: None

Staf, Recommendation:

Committee Questions:

COMMITTEE RECOMMENDATION: Approvat

Motion: X lndividual Action lnformation:

Required Time:

3

ADDENDUM A

4 SPECIAL BOARD EDUCATION SESSION MINUTES – MONDAY, MARCH 8, 2021

AGENDA ITEM CONCLUSION / ACTION

 DISCUSSION

I. CALL TO ORDER

 The meeting – held virtually pursuant to California Governor Newsom’s Executive Order N-29-20 - was called to order at 5:32 p.m. by Board Chair Linda Greer

II. ESTABLISHMENT OF QUORUM

Quorum comprised of Directors Greer, Griffith, Clark, Corrales, Barry, Edwards-Tate, Engel Excused Absence: None

NOTICE OF MEETING

Notice of Meeting was posted at the Palomar Health Administrative Office; also posted to the Palomar Health website on Friday, February 26, 2021 which is consistent with legal requirements

III. PUBLIC COMMENTS

There were no public comments

IV. EDUCATION SESSION

A. Physician Foundation Information Only

 Utilizing the attached presentation, representative C.R. Burke from MCB Healthcare Consulting provided an overview of Medical Practice Foundations, which included components related to regulatory and strategic history and current and future state models

V. PUBLIC COMMENTS There were no public comments

VI. FINAL ADJOURNMENT

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SPECIAL BOARD EDUCATION SESSION MINUTES – MONDAY, MARCH 8, 2021

AGENDA ITEM CONCLUSION / ACTION

 DISCUSSION

There being no further business, the meeting was adjourned at 6:16 p.m. by Chair Greer

SIGNATURES: BOARD SECRETARY Laura Barry

BOARD ASSISTANT Debbie Hollick

6 Medical Practice Foundations

Palomar Health Special Board Education Session March 8th, 2021

C.R. Burke 714-296-5093 [email protected]

MCB Healthcare Consulting, Inc. 7 Nipomo, CA Overview of Presentation

• Regulatory History – Code Sections • Strategic History – Adoption of Model • Current State of Model – Wide adoption – Financial Reporting • Future State of Model – Payment reform will “insure” future of foundation model

• Questions……

MCB Healthcare Consulting, Inc. 8 Nipomo, CA State and Federal Regulatory Background

• State Health and Safety Code

– Corporate Ban on Practice of Medicine (California, Texas, Ohio, Colorado, Iowa, Illinois, New York and New Jersey) – Licensing for Clinics Has Exemptions But Not Employment • 1206(d)-Hospital Outpatient Department With Contractor Who Owns Revenue Stream and Assigns to Hospital • 1206(l)-Stand Alone IRS Exempt 501c(3) With Contractor, But Owns Revenue Stream and Assigns Negotiated Amounts to Contractor (1980-PAMF/SSBC) – And Meets the Following Criteria: » Ten or More Specialties Represented » 40 or More Physicians Under Contract » Engages In Patient Education and Research – Friendly P.C.(Evolved as Non-Hospital Model of Choice) • Federal Issues Are Resolved When IRS Approves 501c(3) Generally – Compensation Agreements With Contractor(s) Must Be “Fair Market Value” MCB Healthcare Consulting, Inc. 9 Nipomo, CA How to Work Closer with Physicians In California 1206 d Clinics

All Sources of Professional Patient Care Revenues Are Held By Any Town Professional Any Town Professional Corporation And Corporation Assigned To Any Town Hospital $$$$$ Who Employs Physicians For Practice of Medicine

Any town California Hospital IRS Exempt 501c(3) $$$$$ State of California Licensing Under HSC Code Section 1206(d) Hospital Outpatient Department (Owns Hard Assets, Employs Non Physician Staff, Operates Leases/Facilities May Support/Own IT Infrastructure Provides Ancillary Services Via Hospital, HR Functions Accounting/Payroll, Professional Liability Management, Contract Management Payors, Others, etc.)

MCB Healthcare Consulting, Inc. 10 Nipomo, CA How to Work Closer with Physicians In California 1206 L Medical Practice Foundations

MCB Healthcare Consulting, Inc. 11 Nipomo, CA Why Did/Do Health Systems and Healthcare Districts Focus On Foundation Model?

• In early 1990’s the focus was defensive reaction to HMO penetration in Major Urban/Suburban Markets…..Friendly Hills, Mulliken, then MedPartners, FPA and PhyCor…, Rees-Stealy(1985) and Kaiser • System wide and industry wide recognition that model is very efficient in working collaboratively with physicians across continuum of care. • Most effective model in competing with other large integrated systems in recruitment of physicians. • Most efficient model to adopt clinical IT in both hospital and office setting. • Facilitates payor contracting, all products. • Key role physicians have in implementing long term strategic outcome goals of local/regional health care system. • Improved clinical care, patient satisfaction and very importantly, significant physician satisfaction demonstrated in group models. • In 2010…..Effective platform to work within Healthcare Reform – ACO and Bundled Payments

MCB Healthcare Consulting, Inc. 12 Nipomo, CA Integrated Healthcare Association (IHA.org) Pay for Performance (P4P)

• Not for profit organization formed in 1997 to advocate for Integrated Delivery Systems/Managed Care • Funding from various sponsors including large employers, health plans, grants and purchasing coalitions (PBGH) • Very quiet until 2001 when the board called for a P4P program to demonstrate the “Value” of managed care. • Three domains identified: – IT enabled – Clinical Outcomes – Patient Experience • Program would measure Commercial HMO populations only • Health plans committed to fund incentives with “new money”, not a reshuffle of overall spend… • MA plans added with Stars methodology in 2016….. MCB Healthcare Consulting, Inc. 13 Nipomo, CA IHA and Collaboration with Office of Patient Advocate OPA.CA.GOV

MCB Healthcare Consulting, Inc. 14 Nipomo, CA Typical System Configuration circa 2015…. Dignity, Sutter, Sharp, Providence

Hoag Medical St. Jude Group and Hoag Heritage Affiliated Medical Group, St. Mary High Physicians Inc. St. Jude Desert Medical 7/1/2013 8/1/1994 Affiliated Group Physicians, 1/1/2013 9/1/1996

St. Joseph Heritage Mission Internal St. Jude Hospital Yorba Linda, Inc., d/b/a Medical Group Medical Group, 11/1/2012 Inc. St. Joseph Heritage Healthcare 4/1/1997 Serves As Host for Local Group/Division Unique PSA’s, JOC’s & Affiliation Agreements By Ministry St. Joseph Humboldt Medical Hospital Specialists, Inc. Affiliated 2/1/2009 Physicians, Queen of the Mission 10/1/1998 Valley Medical Annadel Hospital Associates, Medical Group, Affiliated 5/1/2010 Inc. Physicians, 10/1/2008 7/1/1999

MCB Healthcare Consulting, Inc. 15 Nipomo, CA California Medical Foundations Performance Based On Net “Investment” as a % of Net Revenues

MCB Healthcare Consulting, Inc. 16 Nipomo, CA Future of Foundation Model “=s” “Investments” in Future of Medical Community..Group/Staff and Network

• As Medicare continues evolving in the next 3-5 years from FFS to VBP and MA growth continues…foundation models will be in place for another 40 years….

• Accounting practice and pricing/contracting issues will dictate future financial performance of foundation vs. “parent/sponsor”…..Bond markets/analysts, Place of Service Reimbursements, etc..

• Financial investments in medical staff have always been part of a hospital centric system, but have never been “accounted” for in the manner a unique 1206L with it’s TIN# and IRS 990 reporting requirements…thus not well known/understood by Boards

• Corporate practice ban may evaporate as the last generation of CMA Leadership retires….?

MCB Healthcare Consulting, Inc. 17 Nipomo, CA Board of Directors Meeting Minutes – Monday, March 8, 2021

Agenda Item

 Discussion Conclusion/Action/Follow Up

NOTICE OF MEETING

Notice of Meeting was posted at the Palomar Health Administrative Office; also posted with full agenda packet to the Palomar Health website on Tuesday, March 2, 2021 which is consistent with legal requirements

I. CALL TO ORDER The meeting, which was held virtually pursuant to California Governor Gavin Newsom’s Executive Order N-29-20, was called to order at 6:31 p.m. by Palomar Health Board Chair Linda Greer II. ESTABLISHMENT OF QUORUM

Quorum comprised of Directors Barry, Clark, Corrales, Edwards-Tate, Greer, Griffith, Engel Excused Absence: None

III. OPENING CEREMONY – Pledge of Allegiance to the Flag

The Pledge of Allegiance was recited in unison

MISSION AND VISION STATEMENTS

The Palomar Health mission and vision statements are as follows:

 The mission of Palomar Health is to heal, comfort and promote health in the communities we serve

 The vision of Palomar Health is to be the health system of choice for patients, physicians and employees, recognized nationally for the highest quality of clinical care and access to comprehensive services

IV. PUBLIC COMMENTS

There were no public comments V. *APPROVAL OF MINUTES

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Board of Directors Meeting Minutes – Monday, March 8, 2021

Agenda Item

 Discussion Conclusion/Action/Follow Up

A. Special Closed Session Board of Directors Meeting - Monday, February 8, 2021 A. MOTION: By Director Edwards-Tate, 2nd by Director Corrales and carried to approve the Monday, February 8, 2021 Special B. Board of Directors Meeting - Monday, February 8, 2021 Closed Session Board of Directors Meeting minutes as presented. Roll call voting was utilized. Director Corrales – aye Director Engel – aye Director Greer – aye Director Edwards-Tate – aye Director Barry – aye Director Clark – aye Director Griffith – aye Board Chair Greer announced that all board members were in favor. None opposed. No abstentions. Motion approved

B. MOTION: By Director Corrales, 2nd by Director Edwards-Tate and carried to approve the Monday, February 8, 2021 Board of Directors Meeting minutes as presented. Roll call voting was utilized. Director Corrales – aye Director Engel – aye Director Greer – aye Director Edwards-Tate – aye Director Barry – aye Director Clark – aye Director Griffith – aye Board Chair Greer announced that all board members were in favor. None opposed. No abstentions. Motion approved

A. There was no discussion

 B. Chair Greer noted that, pursuant to comments made at the last board meeting re: the length of board member comments, Director Corrales had information she wished to share with the rest of the board. Point of order by Dr. Engel suggesting this information be disseminated during another portion of the meeting as this portion of the agenda is for memorializing board approval of the minutes. Chief Legal Officer Kevin DeBruin added that the information could be shared during the Board Member Comments or Board Chair Report sections of this meeting

VI.* APPROVAL OF AGENDA to accept the Consent Items as listed

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Board of Directors Meeting Minutes – Monday, March 8, 2021

Agenda Item

 Discussion Conclusion/Action/Follow Up

A. January 2021 & YTD FY2021 Financial Report MOTION: By Director Barry, 2nd by Director Edwards-Tate and carried to approve Consent Agenda Items A. – H. as presented. Roll B. Executed, Budgeted, Routine Physician Agreements call voting was utilized. C. Palomar Medical Center Escondido Medical Staff Credentialing & Reappointments Director Corrales – aye Director Engel - aye Director Greer – aye Director Edwards-Tate – aye D. Palomar Medical Center Poway Medical Staff Credentialing & Reappointments Director Barry – aye Director Clark – aye

E. Modification to the Anesthesia Clinical Privileges for Palomar Medical Center Escondido Director Griffith – aye F. Modification to the Cardiothoracic Surgery Clinical Privilege Checklist for Palomar Medical Center Board Chair Greer announced that all board members were in favor. Escondido None opposed. No abstentions. Motion approved

G. Modification to the Nurse Practitioner Clinical Privileges – Neonatal for Palomar Medical Center Motion by Director Edwards-Tate to rescind the motion above in Escondido and Palomar Medical Center Poway order to be able to discuss individual documents prior to voting. Mr. H. Palomar Medical Center Escondido Medical Staff and Allied Health Professionals Code of Conduct DeBruin provided input that since the chair already gave opportunity for discussion on the agenda items, which is under the chair purview, the appropriate process was followed

 Point of order by Director Edwards-Tate as to whether there could be discussion on individual agenda items if the Consent Agenda were to be approved as whole, to which Mr. DeBruin responded in the affirmative. Point of order by Director Griffith confirming that process

 Pursuant to Director Edwards-Tate’s second motion above, no items were pulled for discussion

VII. PRESENTATIONS

A. Quality and Patient Safety

 Utilizing the video linked below, Chief Operations Officer Sheila Brown introduced Kami Castillo and her daughter Elizabeth, a recent COVID-19 patient who spent many days in the ICU. Her amazing recovery story and the outstanding care she received was shared with the board. Both wished to extend their heartfelt gratitude to everyone who cared for Elizabeth and made a tremendous impact on Elizabeth’s ability to get better, noting that the care even continued after they left the hospital. The family noticed that Palomar Health could use additional iPads for patients to make contact with their loved ones when they are in isolation. In appreciation for the care Kami received, they are now working with the Palomar Health Foundation to donate 10 iPads for this purpose https://vimeo.com/520195903/538929885a

 Utilizing the presentation distributed in the meeting packet, Service Lines Senior Director Brian Cohen provided an overview of the Palomar Health COVID-19 Resource Clinic, a free, one-stop shop at the downtown Escondido campus for walk up and drive-thru COVID-19 vaccinations and testing, as well as on-site infusion treatment for COVID-patients. With the implementation of this program, Palomar Health is able to provide comprehensive COVID care and treatment for the district. Chief Medical Officer Omar Khawaja thanked Mr. Cohen, Director of Volunteer Development and Spiritual Care, Volunteer Services Margaret Mertens, and everyone involved for their outstanding efforts in this regard

VII I. REPORTS

A. Medical Staffs

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Board of Directors Meeting Minutes – Monday, March 8, 2021

Agenda Item

 Discussion Conclusion/Action/Follow Up

1. Palomar Medical Center Escondido

Palomar Medical Center Escondido Chief of Staff Sabiha Pasha, M.D. provided the following report:

 Expressed her appreciation to everyone involved in the COVID-19 Resource Clinic program for their contribution and time

 Happy to report that the number of COVID patients is decreasing, and there are currently no patients in the federal medical station at the Escondido campus

 Shared that Dr. Charles S. Smith passed away on January 25, 2021. Dr. Smith was a cardiologist on staff for almost 30 years and served as Chief of Staff at the Poway and Escondido campuses several times throughout the years. He will be greatly missed

 Reported that Dr. Ronald Feldman has announced his retirement

2. Palomar Medical Center Poway

Palomar Medical Center Poway Chief of Staff Edward Gurrola II, M.D. provided the following report:

 Dr. Pasha shared that Dr. Gurrola was running late on one of his cases and would join the meeting as soon as he was able

B. Administrative

1. Chair of the Palomar Health Foundation Board

 Utilizing the presentation distributed in the meeting packet, Palomar Health Foundation Board Chair Harvey Hershkowitz presented the March 2021 Palomar Health Foundation update

 Board Chair Greer thanked Mr. Hershkowitz and the Foundation team for all they do for the organization

2. President and CEO a. COVID-19 Update

21 Board of Directors Meeting Minutes – Monday, March 8, 2021

Agenda Item

 Discussion Conclusion/Action/Follow Up

Palomar Health President and CEO Diane Hansen provided the following report:

 Reported that the number of COVID patients has greatly decreased in the past few weeks and is currently at around 40 from a high of 180 in December. At this time the federal medial station has been shut down, but will remain on standby should there be another surge in cases

 Also wished to express her gratitude to Mr. Cohen and the entire team for their impressive efforts re: the COVID-19 Resource Clinic, along with the Foundation for their incredible support in this regard. Special thanks to Ms. Mertens as well, who has been an incredible rockstar in this effort, managing hundreds of volunteers here in Escondido as well as at our San Marcos location

 Ms. Hansen reviewed financial data illustrating that the trajectory of the last three years paints an impressive picture of the work that has been done. The organization has hit the targets, which would not be possible without the impressive efforts of our wonderful leaders and staff. EBIDA margin has improved by 5.4% over the past 36 months, which is a tremendous effort and result. Operational income has improved vastly as well. These gains occurred despite the pandemic and shutdown. Ms. Hansen is proud to work with individuals who are so focused on doing what is right for the organization and community, and making Palomar Health a better organization

 Thanked Dr. Feldman for his commitment and effort through the years, and congratulated him on his retirement

 Announced the retirement of Executive Assistant to the CEO Nancy Wood, whose last day will be March 26th. Noted that Ms. Wood has been with the organization for 45 years and has been a wonderful member of the Palomar Health team as well as an outstanding person in general. Also welcomed Lynda Ruiz, who will be taking on the role after Ms. Wood’s departure. Ms. Ruiz comes to Palomar Health with an incredible background and resume, and is already getting up to speed in her new role by working with Ms. Wood

3. Chair of the Board

Palomar Health Board Chair Linda Greer provided the following report:

 A reminder to the board and administration to submit their Form 700 documentation to the county of San Diego prior to the April 1, 2021 deadline

 Requested that board members notify the board and committee chairs when they are unable to attend meetings to ensure quorums are met

IX. APPROVAL OF BYLAWS, CHARTERS, POLICIES, RESOLUTIONS

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Board of Directors Meeting Minutes – Monday, March 8, 2021

Agenda Item

 Discussion Conclusion/Action/Follow Up

A. Resolution No. 03.08.21(07)-07 of the Board of Directors of Palomar Health Establishing Regular A. MOTION: By Director Clark, 2nd by Director Edwards-Tate and Board Audit & Compliance Committee Meetings for Calendar Year 2021 carried to approve Resolution No. 03.08.21(07)-07 of the Board of Directors of Palomar Health Establishing Regular Board Audit & B. Compliance and Ethics Plan - Lucidoc # 21781 Compliance Committee Meetings for Calendar Year 2021 as presented. Roll call voting was utilized. C. Resolution No. 03.08.21(01)-01 of the Board of Directors of Palomar Health Designating Director Corrales – aye Director Engel – aye Subordinate Officers of the District Director Greer – aye Director Edwards-Tate – aye Director Barry – aye Director Clark – aye Director Griffith – aye

Board Chair Greer announced that all board members were in favor. None opposed. No abstentions. Motion approved

B. MOTION: By Director Edwards-Tate, 2nd by Director Barry and carried to approve the Compliance and Ethics Plan - Lucidoc # 21781 as presented. Roll call voting was utilized. Director Corrales – aye Director Engel – aye Director Greer – aye Director Edwards-Tate – aye Director Barry – aye Director Clark – aye Director Griffith – aye Board Chair Greer announced that all board members were in favor. None opposed. No abstentions. Motion approved

C. MOTION: By Director Barry, 2nd by Director Corrales and carried to approve Resolution No. 03.08.21(01)-01 of the Board of Directors of Palomar Health Designating Subordinate Officers of the District as presented. Roll call voting was utilized.

Director Corrales – aye Director Engel – aye Director Greer – aye Director Edwards-Tate – aye Director Barry – aye Director Clark – aye Director Griffith – aye Board Chair Greer announced that all board members were in favor. None opposed. No abstentions. Motion approved

There was no discussion

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Board of Directors Meeting Minutes – Monday, March 8, 2021

Agenda Item

 Discussion Conclusion/Action/Follow Up

D. Resolution No. 03.08.21(02)-02 Bank of America Deposit Account and Treasury Management D. MOTION: By Director Barry, 2nd by Director Griffith and carried to Services Banking Resolution and Certificate of Incumbency approve Resolution No. 03.08.21(02)-02 Bank of America Deposit Account and Treasury Management Services Banking Resolution E. Resolution No. 03.08.21(03)-03 of the Board of Directors of Palomar Health Establishing the Date, and Certificate of Incumbency as presented. Roll call voting was Time and Location for the Regular Meetings of the Board Finance Committee for Calendar Year utilized. 2021 and February 2022 Director Corrales – aye Director Engel – aye Director Greer – aye Director Edwards-Tate – aye F. Resolution No. 03.08.21(05)-05 of the Board of Directors of Palomar Health Establishing Regular Director Barry – aye Director Clark – aye Board Governance Committee Meetings for Calendar Year 2021 Director Griffith – aye Board Chair Greer announced that all board members were in favor.

None opposed. No abstentions. Motion approved

E. MOTION: By Director Edwards-Tate, 2nd by Director Barry and carried to approve Resolution No. 03.08.21(03)-03 of the Board of Directors of Palomar Health Establishing the Date, Time and Location for the Regular Meetings of the Board Finance Committee for Calendar Year 2021 and February 2022 as presented. Roll call voting was utilized. Director Corrales – aye Director Engel – no Director Greer – aye Director Edwards-Tate – no Director Barry – aye Director Clark – no Director Griffith – aye Board Chair Greer announced that four board members were in favor. Three opposed. No abstentions. Motion approved

F. MOTION: By Director Griffith, 2nd by Director Corrales and carried to approve Resolution No. 03.08.21(05)-05 of the Board of Directors of Palomar Health Establishing Regular Board Governance Committee Meetings for Calendar Year 2021 as presented. Roll call voting was utilized. Director Corrales – aye Director Engel – aye Director Greer – aye Director Edwards-Tate – aye Director Barry – aye Director Clark – aye Director Griffith – aye Board Chair Greer announced that all board members were in favor. None opposed. No abstentions. Motion approved

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Board of Directors Meeting Minutes – Monday, March 8, 2021

Agenda Item

 Discussion Conclusion/Action/Follow Up

 D. There was no discussion

 E. Discussion re: the meeting recurrence change for 2021. It was also noted that board members are welcome to meet with the committee chairs and administrative liaisons should they have any questions re: the materials / data presented at these meetings

 F. There was no discussion

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Board of Directors Meeting Minutes – Monday, March 8, 2021

Agenda Item

 Discussion Conclusion/Action/Follow Up

G. Conflict of Interest Code - Lucidoc Policy 21800 G. MOTION: By Director Griffith, 2nd by Director Corrales and carried to approve the Conflict of Interest Code - Lucidoc Policy 21800 as H. Resolution No. 03.08.21(06)-06 of the Board of Directors of Palomar Health Establishing Regular presented. Roll call voting was utilized. Board Quality Review Committee Meetings for Calendar Year 2021 Director Corrales – aye Director Engel – aye Director Greer – aye Director Edwards-Tate – aye I. Resolution No. 03.08.21(04)-04 of the Board of Directors of Palomar Health Establishing Regular Director Barry – aye Director Clark – aye Board Strategic & Facilities Planning Committee Meetings for Calendar Year 2021 Director Griffith – aye Board Chair Greer announced that all board members were in favor. None opposed. No abstentions. Motion approved

H. MOTION: By Director Edwards-Tate, 2nd by Director Corrales and carried to approve Resolution No. 03.08.21(06)-06 of the Board of Directors of Palomar Health Establishing Regular Board Quality Review Committee Meetings for Calendar Year 2021 as presented. Roll call voting was utilized. Director Corrales – aye Director Engel – no Director Greer – aye Director Edwards-Tate – no Director Barry – aye Director Clark – no Director Griffith – aye Board Chair Greer announced that four board members were in favor. Three opposed. No abstentions. Motion approved

I. MOTION: By Director Engel, 2nd by Director Edwards-Tate and carried to approve Resolution No. 03.08.21(04)-04 of the Board of Directors of Palomar Health Establishing Regular Board Strategic & Facilities Planning Committee Meetings for Calendar Year 2021 as presented. Roll call voting was utilized. Director Corrales – aye Director Engel – aye Director Greer – aye Director Edwards-Tate – aye Director Barry – aye Director Clark – aye Director Griffith – aye Board Chair Greer announced that all board members were in favor. None opposed. No abstentions. Motion approved

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Board of Directors Meeting Minutes – Monday, March 8, 2021

Agenda Item

 Discussion Conclusion/Action/Follow Up

 G. Director Clark asked what the changes were, to which Director Griffith replied that it is just a housekeeping matter and that the only changes are to employee titles  H. Director Engel expressed his disagreement with the time change of the BRQC meetings, noting that the new timeframe means he is unable to participate and that he is the only physician on the board. Chair Greer responded that the time change was made out of respect for the staff and committee members, who generally have already put in a full day’s work prior to the previous 5:30 p.m. start time of these meetings. Director Edwards-Tate agreed with Dr. Engel  I. Director Engel clarified that these meetings will commence at 5:30 p.m.

X. COMMITTEE REPORTS (information only unless otherwise noted)

A. Audit and Compliance Committee

 Committee Chair Clark shared highlights from the meeting summary

B. Community Relations Committee

 Committee Chair Edwards-Tate noted that the committee was dark in February, noting that she appreciates being able to serve as chair of this committee for 2021

o A Forensic report will be brought to the committee at their March meeting

C. Finance Committee

 Committee Chair Barry shared highlights from the meeting summary

o Director Clark questioned the adjusted discharges for 2021, to which Chair Greer responded that these are the types of issues that can easily be brought to the CFO or CEO prior to these meetings for detailed clarification. Director Engel reminded that the current COVID-19 reality greatly impacted this data

o Point of order by Director Corrales that in her opinion this is not the place to discuss these matters; rather they should be brought up at the appropriate committee meeting. The hospital is audited annually, so anything in the past is past and has been audited and vetted. Things happening now in real time and in the future cannot be questioned until the audit for this year has been performed

 Point of order by Director Edwards-Tate to disagree with Director Corrales and agree with Director Clark D. Governance Committee

 Committee Chair Griffith had momentarily left the meeting

E. Human Resources Committee

 Committee Chair Terry Corrales noted that the committee was dark in February, however she is looking forward to meeting in March

F. Quality Review Committee

27

Board of Directors Meeting Minutes – Monday, March 8, 2021

Agenda Item

 Discussion Conclusion/Action/Follow Up

 Committee Chair Greer shared highlights from the meeting summary, noting that a quality report will be brought to the full board on a quarterly basis

G. Strategic & Facilities Planning Committee

 Committee Director Engel shared highlights from the meeting summary and attached presentation  He is impressed by the ability of the organization to keep moving forward with multiple projects and keep them on track through the COVID experience. Is hopeful to involve full board more actively in key issues coming from this committee. Appreciates the opportunity to chair this committee and is looking forward to the coming year o Chair Greer stated that she is looking forward to receiving updates and reports form the committee, adding that a board tour of all PH facilities is being scheduled and would appreciate everyone’s attendance to learn about all Palomar Health assets and their role in the organizational strategic initiatives

XI. ADJOURNMENT TO CLOSED SESSION

A. * Pursuant to California Government Code § 54962 and California Health & Safety Code § 32106 - Health Care Facility Trade Secrets. Date of public disclosure: December 2021 XII. RE-ADJOURNMENT TO OPEN SESSION

XIII. ACTION RESULTING FROM CLOSED SESSION, IF ANY

 Board Chair Greer reported that in the previous closed session the board approved by a vote of six ayes and one abstention to have administration move forward with the process discussed in closed session

XIV. PUBLIC COMMENTS

There were no public comments

XV. BOARD MEMBER COMMENTS / AGENDA ITEMS FOR NEXT MONTH

28

Board of Directors Meeting Minutes – Monday, March 8, 2021

Agenda Item

 Discussion Conclusion/Action/Follow Up

 Director Corrales brought the topic of the timing of board discussion during board meetings. Her research and experience with other boards has been that limitations are set on the amount of time that each board member can comment on an issue. In order to remain equitable and productive, she would propose that a resolution be drafted to institute such a process for each board member to discuss an issue at hand, and that board members abide by a code of conduct to wait for the chair person to recognize them when they wish to make a comment. She added that board members should do their homework in advance of these meetings about any questions they may have re: upcoming board meeting agenda items, following up offline with appropriate parties to obtain said information prior to the board meetings

o Chair Greer stated that it would be appropriate for this topic to be brought to the Board Governance Committee for review. It was also noted that the Palomar Health bylaws state that the board chair has the prerogative to do what is needed to keep open board meetings productive and timely; she plans to move forward with this process starting with the April Board of Directors meeting

 Director Greer reminded board members to forward her any agenda items they may have for the April Board of Directors meeting. Director Engel supports the idea of having focused conversations.

 Director Engel proposed returning to in-person board meetings noting that there are value adds to meeting in person rather than virtually. Would only need to be the board members and key administrators; the meetings could still be offered virtually to others who wished to attend

 Director Engel also noted that, in his view, the standing committees are problematic, as they do not offer full board involvement. He is of the opinion that the contribution of the full board to the work of standing committees needs to be valued

 Director Corrales stated that she respects Director Engel and all board members contributions, but feels her duty as a board member is one of oversight; to look in general and see how things are going. It is up to the board to trust one another and to trust the people in their committee positions because they are the subject experts. Reminded that all committees are audited annually for this purpose

XVI. FINAL ADJOURNMENT

There being no further business, Chair Greer adjourned the meeting at 9:38 p.m.

Laurie Edwards-Tate, MS Board Secretary Signatures:

Debbie Hollick Board Assistant

29

ADDENDUM B

30 Palomar Medical Center Escondido 2185 Citracado Parkway Escondido, CA 92029 (442) 281-1005 (760) 233-7810 fax Medical Staff Services

March 29, 2021

To: Palomar Health Board of Directors

From: Sabiha Pasha, M.D., Chief of Staff Palomar Medical Center Escondido Medical Executive Committee

Board Meeting Date: April 12, 2021

Subject: Palomar Medical Center Escondido Credentialing Recommendations

I. Provisional Appointment (04/12/2021 – 03/31/2023) Chung, Charles J., M.D., Diagnostic Radiology Khoury, Farjallah “Fargo” N., M.D. – Physical Medicine & Rehab Landry, Elizabeth K., M.D. - Anesthesia Li, Yiping, M.D. – General Surgery

II. Advance from Provisional to Active Category Al-Balas, Hassan A., M.D., Diagnostic Radiology (05/01/2021 – 09/30/2022) Babkina, Natalia, M.D., Obstetrics & Gynecology (05/01/2021 – 05/31/2022) Nehra, Vedika, M.D., Psychiatry (05/01/2021 – 02/28/2022)

III. Advance from Provisional to Courtesy Category Amin, Vishar H., M.D., Hospice & Palliative Medicine (05/01/2021 – 12/31/2022) Busa, Swapna P., M.D., Rheumatology (05/01/2021 – 12/31/2021)

IV. Reinstatement: Chammas, Joseph H., MD., Cardiothoracic Surgery (effective 04/12/2021 – 01/31/2023) (Courtesy) Monin, Daniel L., M.D., Otolaryngology (effective 04/12/2021 – 02/28/2023) (Courtesy) Robin, Marco S., D.O., Anesthesia (effective 04/12/2021 – 03/31/2023) (Active)

V. Leave of Absence Young, Victoria, M.D.– 2 year (04/01/2021 – 03/31/2023)

VI. Voluntary Resignations Beenken, Kandice R., D.O., Orthopaedic Surgery (effective 03/31/2021) Chiarappa, Ashley, M.D., Ob/Gyn (effective 02/17/2021) Feldman, Ronald E., M.D., Gastroenterology (effective 02/15/2021) Fortuna, Robert B., M.D., Diagnostic Radiology (effective 02/17/2021) Gaines, Jeffrey S, M.D., Urology (effective 03/09/2021) Lee, David, M.D., Diagnostic Radiology (effective 02/17/2021) Lyons, James P., M.D., Orthopaedic Surgery (effective 03/05/2021) Plotner, David R., M.D., Ophthalmology (effective 03/31/2021)

1 31

Voluntary Resignations (continued) Rosen, Louis, D.O., Physical Medicine & Rehab (effective 02/24/2021) Somerset, William J., D.O., Physical Medicine & Rehab (effective 03/06/2021) Shoemaker, Scott D., M.D., Orthopaedic Surgery (effective 03/05/2021) Singh, Anshuman, M.D., Orthopaedic Surgery (effective 04/30/2021) Smith, P. Bertil W., M.D., Orthopaedic Surgery (effective 03/05/2021) Sundaram, Shankar M., M.D., Vascular Surgery (effective 03/23/2021)

VII. Allied Health Professional Additional Privileges Ebersohl, Tiffany A., PA-C, Physician Assistant • Physician Assistant Core Privileges –Orthopaedic Surgery (effective 04/12/2021) (Sponsor: Daniel Barba, M.D.)

VIII. Allied Health Professional Relinquishment of Privileges Savic, Jessica E., PA-C, Relinquish Physician Assistant Clinical Privileges – Acute Care (effective 03/08/2021)

IX. Allied Health Professional Leave of Absence Kwan, Jaclyn E., PA-C – Physician Assistant – 2 year (03/01/2021 – 02/28/2023)

X. Allied Health Professional Voluntary Resignations Chua, Yong, PA-C – Physician Assistant (effective 03/31/2021) Gauthreaux, Heidi, PA-C, Physician Assistant (effective 01/29/2021) Hanley, Jennifer L., PA-C, Physician Assistant (effective 03/29/2021) Sprague, Monica R., FNP – Family Nurse Practitioner (effective 03/31/2021)

XI. PALOMAR MEDICAL CENTER ESCONDIDO RECOMMENDATIONS FOR REAPPOINTMENT

Reappointment Effective 04/12/2021 – 03/31/2023 (Current TB results received, process through remainder of reappt) Grammy, Justin N., D.O. Critical Care Medicine Dept of Medicine Active Presente, Asaf, M.D. Critical Care Medicine Dept of Medicine Active

Reappointments Effective 05/01/2021 –04/30/2023 Burke, Shabnam S., M.D. Critical Care Medicine Dept of Medicine Active Chao, James J., M.D. Plastic Surgery Dept of Surgery Courtesy Gorwit, Jeffrey I., M.D. Cardiovascular Disease Dept of Medicine Active Greenstein, Joshua K., M.D. Nephrology Dept of Medicine Active Gualberto, Gary C., M.D. Neurology Dept of Medicine Active Hansen, Allan V., M.D. Emergency Medicine Dept of Emergency Med Active Hirsch, Gregory L., M.D. Pulmonary Disease Dept of Medicine Active Kolins, Jerry, M.D. Pathology Dept of Pathology Active Martin, Franklin M., M.D. General Surgery Dept of Surgery Active w/out Clin. Activity Nalbandian, Allen B., M.D. Diagnostic Radiology Dept of Radiology Affiliate Nassar, Adrienne A., M.D. Endocrinology Dept of Medicine Consulting O’Meara, Patrick M., M.D. Orthopaedic Surgery Dept of Ortho/Rehab Active Ostrup, Richard C., M.D. Neurosurgery Dept of Surgery Courtesy Powell, Robert S., M.D. Orthopaedic Surgery Dept of Ortho/Rehab Courtesy (*Category change from Active to Courtesy) Robinson, Harrison L., M.D. Internal Medicine Dept of Medicine Active Shamani, Azam, M.D. Family Medicine Dept of Family Medicine Affiliate (*Category change from Active to Affiliate with Refer and Follow privileges only) Tarsa, Maryam, M.D. Maternal-Fetal Medicine Dept of Ob/Gyn Active Vu, Quin H., M.D. Anesthesiology Dept of Anesthesia Active Wadhwa, Ashish K., M.D. Otolaryngology Dept of Surgery Courtesy Zakko, Maram F., M.D. Gastroenterology Dept of Medicine Courtesy

2

32

Allied Health Professional Reappointments Effective 05/01/2021 – 04/30/2023 Barmack, Kimberly M., FNP Family Nurse Practitioner Dept of Medicine AHP (Sponsors: Dr. Hamed Bayat for Arch Health Heart and Vascular) Lopez, Amy R., PA-C Physician Assistant Dept of Emergency Med AHP (Sponsor: Dr. Hansen for Vituity Emergency Physicians)

Certification by and Recommendation of Chief of Staff As Chief of Staff of Palomar Medical Center Escondido, I certify that the procedures described in the Medical Staff Bylaws for appointment, reappointment or alteration of staff membership or the granting of privileges and that the policy of Palomar Health’s Board of Directors regarding such practices have been properly followed. I recommend that the action requested in each case be taken by the Board of Directors.

3

33 Charles J. Chung, M.D. Page 1 of 1 PALOMAR HEALTH PROVISIONAL APPOINTMENT April 2021

PERSONAL INFORMATION

Provider Name & Title Charles J. Chung, M.D. Palomar Health Facilities Palomar Medical Center Escondido Palomar Medical Center Poway

SPECIALTIES/BOARD CERTIFICATION

Specialties Diagnostic Radiology - Certified 1992, Lifetime

ORGANIZATIONAL NAME

Name StatRad Medical Group

EDUCATION/AFFILIATION INFORMATION

Medical Education Information University of North Carolina (Chapel Hill) From: 08/01/1983 To: 05/30/1987 Doctor of Medicine Degree

Internship Information N/A

Residency Information Dartmouth-Hitchcock Medical Center Nuclear Medicine From: 06/26/1987 To: 06/25/1988 General Surgery

Medical University of South Carolina Radiology, Diagnostic Imaging From: 07/01/1988 To: 06/30/1992

Medical University of South Carolina Nuclear Medicine From: 07/01/1989 To: 06/30/1990

Fellowship Information Children’s National Hospital Pediatric Radiology From: 07/01/1992 To: 06/30/1993

Current Affiliation Information University of California, Irvine Catholic Hospital System Kaleida Health

34 Farjallah Fargo N. Khoury, M.D. Page 1 of 1 PALOMAR HEALTH PROVISIONAL APPOINTMENT April 2021

PERSONAL INFORMATION

Provider Name & Title Farjallah Fargo N. Khoury, M.D. Palomar Health Facilities Palomar Medical Center Escondido Palomar Medical Center Poway

SPECIALTIES/BOARD CERTIFICATION

Specialties Physical Medicine & Rehab - Certified 2013

ORGANIZATIONAL NAME

Name Palomar Health Rehab Institute

EDUCATION/AFFILIATION INFORMATION

Medical Education Information Loma Linda University From: 08/02/2004 To: 06/10/2008

Internship Information Banner Good Samaritan Medical Center Internal Medicine From: 06/23/2008 To: 06/22/2009

Residency Information Medical College of Wisconsin Physical Medicine/Rehab From: 07/01/2009 To: 06/30/2010

Loma Linda University Medical Center - Murrieta Physical Medicine/Rehab From: 07/01/2010 To: 06/30/2012

Fellowship Information N/A

Current Affiliation Information Encompass Health Rehabilitation Hospital Santa Rosa Memorial Hospital St. Joseph Hospital Redwood Memorial Hospital Vibra Rehab Hospital of Rancho Mirage

35 Elizabeth K. Landry, M.D. Page 1 of 1 PALOMAR HEALTH PROVISIONAL APPOINTMENT April 2021

PERSONAL INFORMATION

Provider Name & Title Elizabeth K. Landry, M.D. Palomar Health Facilities Palomar Medical Center Escondido Palomar Medical Center Poway

SPECIALTIES/BOARD CERTIFICATION

Specialties Anesthesiology - Certified 2020

ORGANIZATIONAL NAME

Name Anesthesia Consultants of California Medical Group

EDUCATION/AFFILIATION INFORMATION

Medical Education Information Georgetown University School of Medicine From: 08/01/2011 To: 05/17/2015 Doctor of Medicine Degree

Internship Information Brigham and Women’s Hospital Anesthesia From: 06/18/2015 To: 07/01/2016 combined with residency e

Residency Information Brigham and Women’s Hospital Anesthesia From: 06/18/2015 To: 06/30/2019

Fellowship Information Brigham and Women’s Hospital Anesthesia, Cardiothoracic From: 07/29/2019 To: 07/28/2020

Current Affiliation Information Brigham and Women’s Hospital

36 Yiping Li, M.D. Page 1 of 1 PALOMAR HEALTH PROVISIONAL APPOINTMENT April 2021

PERSONAL INFORMATION

Provider Name & Title Yiping Li, M.D. Palomar Health Facilities Palomar Medical Center Escondido

SPECIALTIES/BOARD CERTIFICATION

Specialties Surgery, General - Certified 2019

ORGANIZATIONAL NAME

Name Kaiser Permanente

EDUCATION/AFFILIATION INFORMATION

Medical Education Information Case Western Reserve University From: 07/01/2010 To: 05/18/2014 Doctor of Medicine Degree

Internship Information Kaiser Foundation Hospital, Los Angeles General Surgery From: 07/01/2014 To: 06/30/2015

Residency Information Kaiser Foundation Hospital, Los Angeles General Surgery From: 07/01/2015 To: 06/30/2019

Fellowship Information N/A

Current Affiliation Information Kaiser Permanente Medical Center, San Diego

37 PALOMAR HEALTH

Palomar Medical Center Poway Medical Staff Services 15615 Pomerado Road Poway, CA 92064 (8s8) 613-4s38 (8s8) 613-4217 fax

Date: March 31.,2021. To: Palomar Health Board of Directors - April 12,2O2t Meeting From: Edward M. Gurrola ll, M.D., Chief of Staff, pMC poway Medical Staff Subject: Medical Staff Credential Recommendations - March, 2021.

Provisio na I Appo i ntments: (04 I L2 / 2O2L - 03 / 31,I 2023) Charles Chung, M.D., Teleradiology Adam Fierer, M.D., General Surgery Fa rja lla Khoury, M. D., Physical Medicine/Reha b Elizabeth Landry, M.D., Anesthesiology

p po Bie n n ia I Rea i ntments : (OS I OL I 2O2t - O4l 30 I 2023) Loubaba Adlouni, M.D., Pediatrics, Active Maria Castillo, M.D., OB/GYN, Active James Chao, M.D., Plastic Surgery, Courtesy Jeffrey Gorwit, M.D., Cardiology, Active Joshua Greenstein, M.D., Nephrology, Active (lncludes The Villas at poway) Gary Gualberto, M.D., Neurology, Courtesy Allan Hansen, M.D., Emergency Medicine, Gregory Hirsch, M.D., Pulmonology, Active (tncludes The Villas at poway) Jerry Kolins, M.D., Pathology, Active Adrienne Lostetter, M.D., Pediatrics, Active Franklin Martin, M.D., General Surgery, Active No ClinicalActivity Allen Nalbandian, M.D., Radiology, Affiliate Azam Shamani, M.D., Family Practice, Affiliate Quin Vu, M.D., Anesthesiology, Active Ashish Wadhwa, M.D., Otolaryngology, Active Philip wrotslavsky, DPM, Podiatry, Active (includes The Villas at poway) Maram Zakko, M.D., Gastroenterology, Active

Reinstatement from Leave of Absence: Marco Robin, D.O., Anesthesiology, effective 4/1,2121- 3131,/23)

Advancements to Active Category: Hassan Al-Balas, M.D., Teleradiology (effective 4/t2l2L - 9130/221 Natalie Babkina, M.D., OB/GYN (effective 411.2/2I - 5/31/22) Vedika Nehra, M.D., Psychiatry (effective 4lL2/21, -2128/22)

Continues

1 38 PALOMAR HEALTH

Requests for Transfer of Cateeory: Kathy Clewell, M.D., lnternal Medicine, transfer from Affiliate to Active No clinical Activity, effective 4h2l2r - s/31127 L. Richard Greenstein, M.D., Anesthesiology, transfer from Resigned to Retired Category, effective u7/202t

Voluntary Resipnations: Robert Jacobs, M.D., Otolaryngology, effective 4/L/ZI J ustin Laubach, M.D., Anesthesiolo|.y, effective Z/25lZL Shankar Sundaram, M.D., Vascular Surgery, effective 3/23/21

Allied Health Professional Reappointments: (O5/O7/2O21 - 04/30/20231 Kimberly Barmack, FNP, Sponsor Dr. Bayat Amy Lopez, PA, Sponsor Dr. Hansen Christie Remigio, FNP, Sponsor Dr. Teja Singh (tncludes The Villas at poway)

Allied H ealth Reo uest r Additional Privileses: Tiffany Ebersohl, PA, Sponsor Dr. Barba (request for Physician Assistant - Orthopedic Surgery privileges, effective 4/7212r - 8/31,120221

A i Pd Hea Ith Reouest for lcave of Ab n Jaclyn Kwan, PA, effective 3/tOl2L - 2/28/23

Allied Health Volunta ry Resign ns: Heidi Gauthreaux, PA, effective L/29l27 Monica Sprague, FNP, effective 3/31/21 Bianca Stringer, PA, effective 9/3012020 Christopher Thompson, PA, effective 4/30/21

PALOMAR MEDICAL CENTER POWAY: Certifica ion bv and Recom mendation of Ch ief of Staff: As Chief of Staff of Palomar Medical Center Poway, I certify that the procedures described in the Medical Staff Bylaws for appointment, reappointment, or alternation of staff membership or the granting of privileges and the policy of the Palomar Health's Board of Directors regarding such practices have been properly followed. I recommend that the Board of Directors take the action requested in each case.

2 39

ADDENDUM C

40 RESOLUTION NO. 4.8.21-01 RESOLUTION OF THE BOARD OF DIRECTORS OF PALOMAR HEALTH APPROVING OPERATION OF THE NEUROSURGERY CALL PANEL ON AN EXCLUSIVE BASIS

WHEREAS, the Administration and the Medical Executive Committee of Palomar Medical Center Escondido (“PMCE”) have each conducted an investigation into the advantages and disadvantages of operating the Neurosurgery Call Panel (the “NCP”) on an exclusive basis and pursuant to an exclusive contract;

WHEREAS, the Board of Directors of Palomar Health (the “Board”) has determined operating the Neurosurgery Call Panel (the “NCP”) on an exclusive basis and pursuant to an exclusive contract would provide higher quality of care for Palomar Health patients with optimum coordination of services and use of facilities;

WHEREAS, the Board reviewed the information submitted to the Board by the Administration and the PMCE Medical Executive Committee in March 2021 and tentatively approved the recommendations for operation of the NCP on an exclusive basis and pursuant to an exclusive contract, subject to the solicitation of comments from medical staff members and applicants;

WHEREAS, the Administration, with the advice of the PMCE Medical Executive Committee, notified all Medical Staff members and applicants about the Board’s tentative decision to approve operation of the NCP on an exclusive basis and pursuant to exclusive contracts, and invited them to submit written comments to the Board regarding the tentative decision;

WHEREAS, in response to that invitation, the Board received and reviewed written comments about various aspects of the proposed exclusive operation of the NCP;

WHEREAS, the Board has reviewed the final recommendations of the Administration and the PMCE Medical Executive Committee, and has duly considered the written comments received from members of and applicants to the Medical Staff; and,

WHEREAS, the Board now wishes to approve the recommendation for operation of the NCP on an exclusive basis and pursuant to exclusive contracts.

41

NOW, THEREFORE, BE IT RESOLVED, that effective immediately, the Board hereby approves the operation of the Neurosurgery Call Panel on an exclusive basis and pursuant to exclusive contracts at Palomar Health.

PASSED AND ADOPTED at a meeting of the Board held on April 12, 2021, by the following vote:

AYES: NOES: ABSTAINING: ABSENT:

DATED: April 12, 2021

APPROVED: ATTESTED:

______Linda Greer, RN Terry Corrales Chair, Board of Directors Secretary, Board of Directors

42 3. Community Relations Committee. a. Voting Membership. All recommendations must be ratified by the Board prior to any action taken. b. The Committee shall consist of five voting members, including three members of the Board and one alternate who shall attend Committee meetings and enjoy voting rights on the Committee only when serving as an alternate for a voting Committee member, the President and Chief Executive Officer, and a Board member of the Palomar Health Foundation recommended by the Foundation and approved by the Committee Chairperson. If the Board Member First Alternate is also not available another board Member may attend as a voting member with Board Chair approval c. Non-Voting Membership. The Chief Operations Officer, the Vice President of Continuum Care, the Foundation Philanthropy Officer, the Director of Marketing, an RN representative, and two representatives of the Palomar Health Patient and Family Advisory Committee a representative of the Patient Experience Focus Group. d. Duties. Develop plans and programs that help to communicate the District's mission and vision to various constituents and related groups and to educate the public on Healthcare and wellness issues facing the citizens of the District. The duties of the Committee shall include but are not limited to: i. Review and make recommendations to the Board regarding the District’s community relations and outreach activities, including marketing, community education and wellness activities. ii. Review marketing procedures to ensure that they support the District’s mission and goals. Such policies shall include market research, specific and marketing program planning and development, and internal and external communications. The Committee shall report its review of such policies to the Board on a regular basis. iii. Serve as Board liaison to the Foundation and quarterly review, recommend and prioritize capital projects and contemplated funding requests to the Foundation’s Board of Directors, and review annual reports from the Foundation regarding donations and projects funded during the previous year. iv. Review annually those policies within the Committee’s purview and report the results of such review to the Board. Such reports shall include recommendations regarding the modification of existing, or creation of new, policies. v. Advise the Board on issues relating to health care advisory councils and District grant procurements. vi. Undertake planning regarding the District’s community relations and outreach activities, including marketing, community education and wellness activities. vii. Perform such other duties as may be assigned by the Board.

43 3. Community Relations Committee. a. Voting Membership. All recommendations must be ratified by the Board prior to any action taken. b. The Committee shall consist of five voting members, including three members of the Board and one alternate who shall attend Committee meetings and enjoy voting rights on the Committee only when serving as an alternate for a voting Committee member, the President and Chief Executive Officer, and a Board member of the Palomar Health Foundation recommended by the Foundation and approved by the Committee Chairperson. If the Board Member First Alternate is also not available another board Member may attend as a voting member with Board Chair approval c. Non-Voting Membership. The Chief Operations Officer, the Vice President of Continuum Care, the Foundation Philanthropy Officer, the Director of Marketing, an RN representative, and a representative of the Patient Experience Focus Group. d. Duties. Develop plans and programs that help to communicate the District's mission and vision to various constituents and related groups and to educate the public on Healthcare and wellness issues facing the citizens of the District. The duties of the Committee shall include but are not limited to: i. Review and make recommendations to the Board regarding the District’s community relations and outreach activities, including marketing, community education and wellness activities. ii. Review marketing procedures to ensure that they support the District’s mission and goals. Such policies shall include market research, specific and marketing program planning and development, and internal and external communications. The Committee shall report its review of such policies to the Board on a regular basis. iii. Serve as Board liaison to the Foundation and quarterly review, recommend and prioritize capital projects and contemplated funding requests to the Foundation’s Board of Directors, and review annual reports from the Foundation regarding donations and projects funded during the previous year. iv. Review annually those policies within the Committee’s purview and report the results of such review to the Board. Such reports shall include recommendations regarding the modification of existing, or creation of new, policies. v. Advise the Board on issues relating to health care advisory councils and District grant procurements. vi. Undertake planning regarding the District’s community relations and outreach activities, including marketing, community education and wellness activities. vii. Perform such other duties as may be assigned by the Board.

44 RESOLUTION NO. 04.12.21(01)-08

RESOLUTION OF THE BOARD OF DIRECTORS OF PALOMAR HEALTH ESTABLISHING BOARD COMMUNITY RELATIONS COMMITTEE MEETINGS FOR CALENDAR YEAR 2021

WHEREAS, Palomar Health is required, pursuant to Section 54954 of the California Government Code, Section 5.2.2 of the Palomar Health Bylaws, and Palomar Health Policy 21790 Establishing Board Meeting Dates, to pass a resolution adopting the time, place and location of the Board Community Relations Committee meetings:

NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of Palomar Health that the following schedule of Board Community Relations Committee meetings will apply for calendar year 2021:

2021 BOARD COMMUNITY RELATIONS COMMITTEE MEETING SCHEDULE

March 3 May 5 July 7 September 1 November 3

Each meeting will be held at 5:00 p.m. as a virtual meeting until such time as the State of California Executive Order N-29-20 regarding meeting participation has been lifted.

PASSED AND ADOPTED at a regular meeting of the Board of Directors of Palomar Health held on April 12, 2021, by the following vote:

AYES:

NO’S:

ABSENT:

ABSTAINING:

DATED: April 12, 2021

APPROVED: ATTESTED:

_ _ Linda Greer, R.N., Chair Terry Corrales, R.N., Secretary Palomar Health Board of Directors Palomar Health Board of Directors

45 RESOLUTION NO. 04.12.21(03)-10

RESOLUTION OF THE BOARD OF DIRECTORS OF PALOMAR HEALTH ESTABLISHING BOARD HUMAN RESOURCES COMMITTEE MEETINGS FOR CALENDAR YEAR 2021

WHEREAS, Palomar Health is required, pursuant to Section 54954 of the California Government Code, Section 5.2.2 of the Palomar Health Bylaws, and Palomar Health Policy 21790 Establishing Board Meeting Dates, to pass a resolution adopting the time, place and location of the Board Human Resources Committee meetings:

NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of Palomar Health that the following schedule of Board Human Resources Committee meetings will apply for calendar year 2021:

2021 BOARD HUMAN RESOURCES COMMITTEE MEETING SCHEDULE

March 10 June 9 September 8 December 8

Each meeting will be held at 5:00 p.m. Meeting participation will be held virtually pursuant to Governor Newsom’s Executive Order N-29-20

PASSED AND ADOPTED at a regular meeting of the Board of Directors of Palomar Health held on (DATE), by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINING:

DATED:

BY: ______Terry Corrales, RN Chair, Board Human Resource Committee

______Laura Barry Director, Board Human Resource Committee

46

ADDENDUM D

47 Memorandum To: Palomar Health Board of Directors

From: Laurie Edwards-Tate, Chair Palomar Health Board of Directors Community Relations Committee Date: March 3, 2021

Subject: Committee Meeting Summary – March 3, 2021

BOARD MEMBER ATTENDANCE: Directors Edwards-Tate, Clark, Engel

INFORMATIONAL ITEMS:

Community Initiative Palomar Health Forensic Health Services provided their Forensic/New California Office of Emergency Services (CalOES) Grant Annual Report. Detail provided on the services and communities services in partnership with the San Diego Family Justice Center and law enforcement throughout the greater San Diego and North County region. They have implemented a Client and Partner Survey with their multidisciplinary team. Client Survey will allow benchmarking against 900 child advocacy centers. Forensic Health Services has joined the Southern California Safe Shelter Collaborative. April is Child Abuse month. Palomar will host a pinwheel ceremony. Detail forthcoming as determined.

Partner Spotlight North County Lifeline presented as the Partner Spotlight. Its mission is dedicated to build self-reliance amount youth, individuals and families through problem solving, skill building and accessible community based services which focus on youth development, child abuse and domestic violence prevention and intervention, behavioral health, housing, self-sufficiency and human trafficking prevention and intervention. North County Lifeline began partnership with Palomar Health Forensic Health Services in 2018 to provide “soft rooms” or a space for trafficking survivors to go in the middle of the night when working with the task force and North County Lifeline advocacy.

Patient Experience Focus Group Update Chief Human Resources Officer Geoff Washburn provided explanation relative to changes within the previous Patient Family Advocacy Committee (PFAC) and the newly named Patient Experience Focus Group, (PEFG). The Patient Experience Focus Group began including patients and family members in January of 2021 to provide real time feedback on current topics for a more intense quality patient focus. A representative from the Patient Experience Focus Group will provide updates to the Board Community Relations Committee on a go forward basis.

Foundation Update Physicians Quarters and Conference Center of the Future campaign efforts are ongoing. Commemorative Brick campaign has sold 102 bricks to date of the targeted goal of 500 bricks for a total of $43,500 raised. The military ambulance restoration project is nearing completion. Swing Fore Health Golf Tournament is scheduled for May 3, 2021 at the Madera’s Golf Club in Poway. Proceeds are to benefit the Physicians Quarters and Conference Center of the Future funding effort.

Marketing Update Community Outreach events continue to be virtual with a main focus on vaccine clinics. Coronavirus continues to be the topic of most popularity due to COVID resurgence. A multitude of awards for outstanding staff doing incredible work were seen during this data frame. Palomar Health has been voted Best 250 Hospital – Healthgrades (Palomar Medical Center Escondido) in the Country for the 3rd year in a row.

ACTION ITEMS: • Board Community Relations Committee Minutes – Wednesday, September 2, 2020: The minutes were approved as presented 48 • Adopt Board Community Relations Committee Meeting Resolution for Calendar Year 2021: Resolution approved as presented • Review and approve Bylaws, Article VIII, 7c as it pertains to Community Relations Committee reporting structure: Bylaw edits approved as presented

492 Memorandum

TO: Board of Directors FROM: Terry Corrales, RN; Chair, Board Human Resources Committee DATE: Monday, April 12, 2020 RE: Board Human Resources Committee – March 10, 2021, Meeting Summary

BOARD MEMBER ATTENDANCE: Directors Corrales, Barry and Clark

INFORMATION ITEMS:

Human Resources Department Staff Feature: Geoff Washburn, CHRO, introduced Kathryn Henderson, Senior Manager, Compensation and Benefits to the Board. Kathryn presented the 2021 Palomar Health self-funded medical plan to the committee. The presentation noted why the change, the benefit of a self-funded model, and how we compare. Enhanced benefits for our employees include expansion of the mental health network and expanded disease management programs. Director Corrales is impressed by the multitude of benefits available to our employees and thanked Kathryn for the progressive program

Human Resources General Update: Geoff Washburn, Vice President Human Resources, presented employee demographic highlights, turnover trends, contract labor, PTO usage, and vacancy trends with the Board. Geoff noted Talent Acquisition has a current time to fill of 34 days, where the national average is 62 – 65 days to fill. Reflecting on the last year, health and wellness of staff is a priority. The district offers free wellness classes two times a day to all staff virtually currently. Geoff also introduced Daniel Kanter, General Counsel, with an expertise in labor and employee relations, has joined Palomar Health. Daniel thanked the board members and administration and looks forward to supporting the organization. Director Barry inquired due to COVID and children not being in school, was that affecting employees taking personal time off. Geoff noted the district thought it would be a significant issue, but actually was very minimal and staff adapted readily to the situation. Geoff also shared Human Resources is looking at a child and adult care program that will provide possible significant cost reductions for staff.

50 ACTION ITEMS: Approve minutes from the Wednesday, November 18, 2020, Board Human Resources Committee: • The minutes were approved as written

Adopt Committee Meeting Schedule for Calendar Year 2021: • The 2021 Calendar Resolution was approved and submitted to the Board of Directors for approval

Review By-Laws of Palomar Health. Article VIII, B, 4 a-d: • the by-laws article VIII, B, 4 a-d, were approved and submitted to Board Governance for approval

2 51 To: Board of Directors From: Richard C. Engel, MD, Chair, Board Strategic and Facilities Planning Committee Date: April 12, 2021 Board Strategic and Facilities Planning Committee Re: March 23, 2021, Virtual Meeting Summary

BOARD MEMBER ATTENDANCE: Directors Engel, Greer and Griffith

INFORMATION ITEMS  The Committee was provided brief updates on the following topics: o Capital Planning for the FY2022 Budget o Recent Projects and Moves o Financing for Imaging Acquisitions ACTION ITEMS

 Minutes, February 23, 2021: Reviewed and approved the draft minutes from the Tuesday, February 23, 2021, Board Strategic & Facilities Planning Committee meeting

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