Mary and John Elliot Charitable Foundation

“Jeffrey Rooney, who served as Chief Financial Officer until January 2017, and Joseph Ingold, who took over as Chief Financial Officer at that time, were both contracted employees through Martinville Dunn, LLC and Ingold & Associates, LLC, respectively. Both LLCs are unrelated to Mary and John Elliot Charitable Foundation and were paid by The Elliot Hospital of the City of Manchester, a related organization. Compensation in the amount of $645,970 was paid to Martinville, Dunn, LLC by the Hospital for Mr. Rooney's services. The total compensation paid to Mr. Ingold's LLC for his services, both as a CFO and in a non-officer capacity prior to his role as CFO, during 2016 was $325,088. Additionally, Mr. Rooney received a housing allowance in the amount of $36,854 during 2016 from the Hospital and Mr. Ingold received a similar housing allowance in the amount of $43,292 during the calendar year. As the fees paid to each LLC were paid for services to the entire related party system, an accurate breakdown of the fees relative to the filing organization is not readily determinable. In accordance with IRS instructions, these fees have been reported as compensation on Form 990, Part VII-A and Schedule J, Part II and further disclosed in Schedule O for Form 990, Part VI, Line 3. See also Schedule L.”

“Elliot Health System is the sole member of the reporting organization.”

“Elliot Health System, the sole member of the reporting organization, has the right to ratify the election of all Board members of the Mary & John Elliot Charitable Foundation. The Foundation's Board of Trustees shall be comprised of not more than 50% and not less than 1/3 of present or former members of the Elliot Health System Board of Directors.”

“The sole member, Elliot Health System, has the right to the following governance decisions: approval of Mary & John Elliot Charitable Foundation's annual budget; approval of Bylaws and Articles of Organization and amendments of same; approval of strategic plans.”

“The completed Form 990 is presented to the full Board prior to filing. Board members can review the draft and bring any questions forward for discussion prior to filing.”

“Officers, directors, and key employees are required annually to sign a conflict of interest form which requires reporting any potential conflict of interest arrangements with the organization.”

“The compensation committee of the Board utilizes outside compensation consultants to evaluate the salaries for the CEO, CFO, and COO. The consultants utilize their internal data along with national and local benchmark data from the industry to develop salary levels. Recommendations of the consultant are reviewed by the compensation committee, who recommends compensation levels to the full Board for approval. An outside consulting firm is also used by the organization to review the compensation of the remainder of the Vice Presidents. Again, national and local benchmarks for salaries are consulted to determine salary levels for these positions.”

“Each of these documents is filed with the New Hampshire Secretary of State and is available upon request.”

“The audit process has not changed from the prior year.”