The Miriam Hospital

“Lawrence A. Aubin, Sr., Chairman, and Michael L. Hanna, Trustee, are partners in the same for-profit organization.”

“Brown University Health is the sole member of TMH.”

“The sole member of TMH is Brown University Health, a non-profit corporation organized and existing under the Rhode Island Nonprofit Corporation Act.Additionally, the bylaws of TMH confer certain reserved powers upon Brown Health to provide it with the means of effective oversight, coordination, and support of the system. Powers reserved to Brown Health include: to elect and remove TMH trustees and to approve the election/removal of certain officers.”

“The TMH Board is comprised of the same individuals who serve on the Brown Health Board. Brown Health has the responsibility for planning, directing, and establishing policies intended to assure the development and delivery of quality health services on an integrated, cost-effective basis. Powers reserved to Brown Health, in addition to those noted above, include: to approve amendment of the Articles of Incorporation and Bylaws and other charter documents; to approve strategic plans; to approve investment policies and any capital or operating budgets or material non-budgeted expenditures; and to authorize incurrence or guaranty of material indebtedness.”

“The preparation and filing of the Form 990 and supporting schedules is the responsibility of the Executive Vice President & Chief Financial Officer (EVP/CFO) and Brown Health's Finance Department. The Form 990 is prepared by the accounting staff upon completion of Brown Health's annual independent audit and is reviewed by the Corporate Services Tax Compliance Manager and the Director of Finance. The draft Form 990 is then provided to the EVP/CFO for final management review. Prior to filing the return with the Internal Revenue Service, a copy of the entire form is posted to TMH's Board of Trustees website portal in advance of its next Board meeting. At the time of the Board Meeting the 990 is presented by the Brown Health Director of Finance and EVP/CFO, at which time all questions and concerns of the members of the Board are addressed by the EVP/CFO and incorporated into the Form 990 when appropriate. Once the Form 990 is complete and ready to be filed, the members of the Board are notified via email that a copy of the final version of the Form 990 is accessible through the same password-protected website portal. The EVP/CFO is authorized to file the Form 990”

“Brown Health and the Brown Health Obligated Group, which consists of TMH, RIH, Emma Pendleton Bradley Hospital, Rhode Island Hospital Foundation, and The Miriam Hospital Foundation, currently make their annual and quarterly consolidated financial statements available to the public via DAC (Digital Assurance Certification, LLC), a disclosure dissemination agent for issuers of tax-exempt bonds which electronically posts and transmits Brown Health's financial information to repositories and investors alike. In addition, copies of TMH's Articles of Incorporation, Bylaws, and Conflict of Interest Policy are available upon request from the office of the Brown Health EVP/CFO, either in person or by mail.”

“*Lawrence A. Aubin, Sr., Chair, and Michael Hanna, Trustee, are owners of New England Real Estate Holding Group, LLC (NEREHG), with which Brown Health has entered into an operating lease of a health care facility. During fiscal year 2024, Brown Health paid rent to NEREHG under the terms of its lease. Terms of the rent expense related to the lease have been established at fair market value.”

“Brown University Health has a Conflict of Interest Policy that is applicable to all affiliates, including TMH, and administered by Brown Health's Corporate Compliance Department as follows: Each designated person subject to Brown Health's conflict of interest policy is required to provide Brown Health with an initial disclosure statement and thereafter an annual statement attesting that: (i) the designated person has read and is familiar with this policy, and (ii) the designated person and, to the best of his/her knowledge, family members, have not in the past engaged in, are not presently engaging in, or plan to engage in, any activity which contravenes this policy.If, at any time during the course of employment or association, a designated person has reason to believe that an existing or contemplated activity may contravene this policy, the person shall submit a full written description of the activity to the Brown Health Compliance Officer or the Office of the General Counsel to seek a determination as to whether the contemplated activity does or does not contravene this policy. If the activity in question involves either the Chief Executive Officer, the Senior Vice President and General Counsel, or a Trustee, a full written disclosure must be made to, and a determination sought from, the Chairman of the Board of Directors of Brown University Health.Annually, the Brown Health Compliance Officer shall review and report to the Brown Health Executive Corporate Compliance Committee and to the Brown Health Audit and Compliance Committee on the administration of this policy.Failure on the part of any designated person to comply with this policy, including failure to submit in a timely fashion the conflict of interest disclosure statement, will be grounds for removal from his/her position and/or termination of his/her employment with Brown Health.”

“The following applies to Brown Health and all of its affiliates, including TMH:EXECUTIVE COMPENSATIONBrown Health's executive compensation philosophy balances appropriate stewardship of resources and the need to be competitive in recruiting and retaining talented individuals. It incorporates market-competitive and performance-related principles, and covers the President and CEO of Brown Health as well as other officers, senior management, and key employees. Brown Health's executive compensation program complies both with law and with contemporary ethical norms, and is administered consistent with the organization's tax-exempt status under Section 501(c)(3) of the Internal Revenue Code (IRC) and the avoidance of transactions subject to intermediate sanctions under Section 4958 of the IRC. Executive compensation is also administered consistent with Brown Health's Corporate Compliance Policy on Excess Benefit Transactions.The Compensation Committee of the Brown University Health Board of Directors (the Committee), comprised of disinterested Brown Health Board members, is responsible for diligent oversight of executive compensation to ensure compliance with IRC requirements. Its duties include:* Approving eligibility for participation in the executive compensation program * Approving changes in compensation for existing executive participants * Approving guidelines, such as salary ranges and contract terms, on appropriate levels of compensation for other key employees* Approving new, and modifying or terminating existing, executive compensation plans including, but not limited to, annual incentive and executive benefit plans* Approving performance objectives associated with Brown Health's annual incentive plan, including measuring points, and using verified actual performance relative to these objectives as a precondition to approving the payment of any awards under the plan* Authorizing periodic performance benchmark studies to be conducted for purposes of assessing Brown Health's performance within the healthcare industry and the degree to which total remuneration levels at Brown Health are generally commensurate with Brown Health performance relative to healthcare industry performance* Conducting an annual performance review of Brown Health's Chief Executive Officer. The Chair of the Committee conducts and documents this review, based on his/her observations and interpretation of feedback from members of the Board of Directors.* Selecting and engaging qualified, independent, third-party compensation valuation consultants that the Committee charges with rendering opinions with respect to the reasonableness and comparability of compensation as well as the comparative organizations against which compensation is assessed, in accordance with relevant sections of the IRC and Brown Health's executive compensation philosophy.Brown Health's Chief Executive Officer works closely with the Committee to make recommendations on the above topics and keep the Committee informed about contemplated compensation changes for executives and other key employees, as well as candidates for these roles. The CEO also provides periodic updates to the Committee regarding Brown Health's performance relative to compensation-related performance objectives. The Committee's deliberations and actions are documented in minutes prepared for each meeting.PROCESS FOR DETERMINING COMPENSATION Valuation of Total Cash and Total Remuneration: No less frequently than annually, the Committee receives and reviews a total cash compensation valuation of all existing executive compensation program participants prepared by its independent compensation consultant. Annually, the Committee also receives and reviews a total remuneration valuation of all existing executive compensation participants.Base Salary Actions: The CEO recommends any salary adjustments for participants in the executive compensation program, using the results of the valuation study and his/her assessment of”

“Change in Funded Status of Pension & Other Postretirement = $0”

“Increase in Interest in Net Assets of TMHF = $2812819”

“TMH's multidisciplinary medical teams include many dedicated specialists - surgeons, internal medicine specialists, anesthesiologists, nurses, rehabilitation therapists, and social workers who work with patients from diagnosis to treatment to follow-up care. The physical therapy and nursing teams work together after surgery to get patients moving for faster recovery, and physicians, nurses, and therapists work collaboratively to follow-up care.Each patient benefits from individualized treatment plans and rehabilitation to aid recovery and restore functionality as quickly as possible. Whenever possible, minimally invasive surgical techniques are used to perform surgery, which have dramatically improved the quality of the post-operative and recovery experience for the patient. In certain cases, computer navigation technology is used for knee and hip replacement surgeries. Computer navigation can assist the surgeon and improve the level of accuracy, bringing the precision of bone cuts and implant alignment in joint replacement surgery to a whole new level of accuracy, reliability, and longevity.Thanks to the latest evolution in surgical technology, physicians now have an effective alternative to traditional open surgery and laparoscopy that allows them to provide patients with the best of both approaches. This alternative is the da Vinci Surgical System, which TMH uses to treat different types of cancer.TMH's surgeons are leaders in their respective fields. TMH, as part of an academic medical center, prizes the mastery of new technologies in order to improve the quality of life for patients. TMH surgeons have successfully performed over 1,000 procedures using the da Vinci Surgical System and have made its use a cornerstone of cancer treatment at TMH. TMH's Adult Outpatient Behavioral Medicine Services help individuals improve health through behavior change. Services are offered to help patients adjust to chronic medical conditions, including their associated physical and emotional distress; modify unhealthy ways of living (for example, smoking cessation) to help prevent the onset or progression of disease; and treat mood and anxiety disorders that interfere with management of medical conditions. Services are available to help individuals with behavioral and psychosocial management of medical conditions such as headache, pain, cancer, heart disease (including those with implanted cardiac devices), pulmonary disease, and diabetes. The Weight Management Program provides comprehensive, medically supervised treatment for mild, moderate, and severely overweight adults. Specialized programs are also available for adolescents and diabetics. Treatment combines medical monitoring, behavioral therapy, exercise instruction, three levels of calorie reduction, and nutrition education. TMH's clinicians also include surgical oncologists, medical oncologists, radiation oncologists, hematologists, pathologists, physical therapists, radiologists, patient advocates, pharmacists, and nutritionists.To help patients and their families cope with breast cancer, TMH offers the Breast Health Navigator Program, which assists breast cancer patients through the entire course of their cancer care by providing breast health navigators, registered nurses trained in oncology who possess an in-depth understanding of breast cancer and theprocess undergone by patients. These navigators guide patients through diagnosis, treatment, and recovery, while helping them make informed decisions and cope with the variety of issues they face.TMH and RIH were named Blue Distinction Centers for Complex and Rare Cancers by Blue Cross and Blue Shield of Rhode Island. TMH and RIH are the only two hospitals in the State to receive this distinction. Blue Distinction Centers for Complex and Rare Cancers are facilities within participating Blue Cross and Blue Shield network service areas that offer comprehensive inpatient cancer care programs for adults, delivered by multidisciplinary”

“Volunteers support and contribute to the mission of TMH every day. They are able to learn, meet other dedicated volunteers, better understand the healthcare environment, and gain personal satisfaction knowing they are making a difference to patients, families, visitors, and vendors alike. Volunteer opportunities are available for both teens and adults in a wide variety of positions, including greeters, family liaisons, emergency room support, gift shop support, nurse aides, office support, pet therapy, physical therapy, patient visitors, recovery room support, art therapy, and central transporters. Volunteers also transport students and serve as guides, escorts, and interpreter aides.”

“TMH is licensed to operate 247 acute care beds by the Rhode Island Department of Health. Notable medical accomplishments of TMH include performance of Rhode Island's first lung operation, first kidney transplant, and first aortic balloon valvuloplasty (a procedure to clear blocked heart valves). In 2023, TMH discharged 17,580 inpatients, logged more than 70,000 visits in its Emergency Department, and performed 11,990 inpatient and outpatient surgical procedures. Services provided in 2024 represent 74,903 inpatient days and more than 142,000 clinic visits. TMH is staffed by 1,298 privileged physicians, approximately 92 full-time house staff (medical school graduates), and a nursing staff of 927. In total, TMH employs more than 3,500 people. TMH is a major teaching affiliate of The Warren Alpert Medical School of Brown University, providing clinical rotations for residents.TMH provides full charity care for individuals at or below twice the federal poverty level, with a sliding scale for individuals up to three times the poverty level, as set by the Department of Health and Human Services. In addition, a substantial discount consistent with Medicare program reimbursement is offered to all other uninsured patients. TMH determines the costs associated with providing charity care by aggregating the applicable direct and indirect costs, including compensation and benefits, supplies, and other operating expenses, based on data from its costing system. The total cost, excluding medical education and research, incurred by TMH to provide charity care amounted to $12,105,072 in fiscal 2024. Charges forgone, based on established rates, amounted to $32,083,084.TMH substantially subsidized various health services including the following programs: adult psychiatry, tuberculosis, and certain other specialty services at a net cost of $7,376,366 in fiscal year 2024. TMH also provides numerous other services to the community for which charges are not generated. These services include certain emergency services, community health screenings for cardiac health, prostate cancer and other diseases, smoking cessation, immunization and nutrition programs, diabetes education, community health training programs, patient advocacy, foreign language translation, physician referral services, and charitable contributions. The net cost of these services amounted to $296,001 in fiscal year 2024.TMH subsidizes the cost of treating patients who receive government assistance where reimbursement is below cost. Medicaid is a means-tested health insurance program, jointly funded by state and federal governments. States administer the program and set rules for eligibility, benefits, and provider payments within broad federal guidelines. The program provides health care coverage to low-income children and families, pregnant women, long-term unemployed adults, seniors, and persons with disabilities. Eligibility is determined by a variety of factors, which include income relative to the federal poverty line, age and immigration status, and assets.TMH offers expertise in total joint replacement, minimally invasive and robotic surgery, and bariatric surgery, among many other specialties.The Leonard and Adele R. Decof Family Comprehensive Cancer Center at TMH brings together world-renowned physicians and a team of specialists from TMH, Rhode Island Hospital (RIH), and Newport Hospital (NH), forming a multidisciplinary team whose level of knowledge and experience are unparalleled in the State of Rhode Island. TMH, as a part of the Brown University Health Cancer Institute, provides state-of-the-art care for patients with cancer.Award-Winning Care:Through the years, The Miriam Hospital has received numerous distinctions and awards. TMH is one of an elite group of hospitals nationwide and internationally to achieve Magnet designation for nursing excellence six times from the American Nurses Credentialing Center (ANCC), with a current designation through 2024. This is the highes”

“TMH provided $2,882,000 in support of research activities in fiscal year 2024. TMH conducts extensive medical research and is in the forefront of biomedical health care delivery research and among the leaders nationally in National Institutes of Health programs. Major areas of research include:Cancer - TMH conducts clinical and behavioral research focusing on the many facets of cancer including prevention, education, and therapeutics, which are supported by the National Cancer Institute, the Cancer and Leukemia Group B, and the National Surgical Adjuvant Breast and Bowel Project. TMH is a participating hospital in the Brown University-sponsored Cancer Oncology Group.HIV/AIDS - The Brown Health/Tufts/Brown Center for AIDS Research (CFAR) is a joint research effort among Brown University and Tufts University and their affiliated hospitals and centers. It is one of 20 centers located at academic medical centers throughout the United States that are part of the national CFAR program of the National Institutes of Health. The program emphasizes the importance of interdisciplinary collaboration, especially between basic and clinical investigators, and also encourages training and mentoring of young investigators as well as an inclusion of women and minorities. As part of the CFAR, division researchers engage in clinical, basic, and translational research designed to improve the prevention and treatment of HIV/AIDS, with a major focus on women, racial and ethnic minorities, and individuals with substance abuse problems. At TMH, research focuses on the treatment and prevention of HIV infections, especially in hard-to-reach populations, both in the U.S. and abroad. There are international sites located in Cambodia, India, Kenya, Indonesia, The Philippines, and South Africa. TMH's TB Clinic performs research in the area of co-infections of HIV and tuberculosis. The Centers for Behavioral and Preventive Medicine aims to improve health through behavioral change and the integration of behavioral and biomedical science using clinical, community, and laboratory-based research. The Centers' research bridges biomedical, sociobehavioral, and population/public health scientific disciplines. Faculty members are committed to both basic research on discovering the mechanisms underlying behavioral factors in health and illness (e.g., examining the stress response among children and adolescents, neuroimaging of AIDS, and other medical conditions), and to applied research on the translation of these discoveries for clinical and community health improvement. Programs range from those that focus on primary prevention (e.g., promoting smoking cessation, preventing weight gain, increasing physical activity, and HIV/AIDS prevention) to improving the effectiveness of treatment and enhancing quality of life in populations such as cancer survivors and patients enrolled in cardiac rehabilitation programs.”

“TMH provides the setting for and substantially supports medical education in various clinical training and nursing programs. The total cost of medical education provided by TMH exceeded the reimbursement received from third-party payors by $24,466,654 in 2024.In 1969, TMH and certain other Rhode Island hospitals entered into an affiliation agreement to participate jointly in various clinical training programs and research activities with Brown Medical School, renamed The Warren Alpert Medical School of Brown University (Brown). The goals of the partnership are to facilitate the expansion of joint educational and research programs to enable competition both clinically and academically.TMH participates in Brown programs in anesthesiology, internal medicine and medicine subspecialties, general surgery and surgical subspecialties, psychiatry, emergency medicine and emergency medicine subspecialties, orthopedics and orthopedic subspecialties, and dermatology. TMH provides stipends to residents and physician fellows while in training.In addition, TMH is a participating clinical training site for residents from other programs in anesthesiology, family medicine, internal medicine, emergency medicine, hematology/oncology, obstetrics/gynecology (OB/Gyn) and OB/Gyn subspecialties, dermatology, dermatopathology and pediatric pathology, otolaryngology, pediatric dentistry, podiatry, psychiatry and its subspecialties of forensic psychiatry, consult liaison psychiatry and geriatric psychiatry, orthopedics, rheumatology, and radiation oncology.Various departments and specialties at TMH serve as clinical sites for the physician assistant schools of Johnson & Wales University, Bryant University, and the Massachusetts College of Pharmacy. In addition, Behavioral Medicine at TMH, in collaboration with Brown, sponsors research and clinical psychology training programs for interns, postdoctoral fellows, and faculty trainees.With respect to nursing education, TMH has developed educational affiliations with the University of Rhode Island College of Nursing; Community College of Rhode Island (CCRI); Salve Regina University; Boston College; Yale University; Regis College; Simmons College; the University of Massachusetts campuses at Dartmouth, Boston, Amherst, and Worcester; Framingham State University; the University of Connecticut; The New England Institute of Technology; Northeastern University; Drexel University; Walden University; Georgetown University School of Nursing and Health Studies; Duke University School of Nursing; and the University of Pennsylvania, as well as other Schools of Nursing, pursuant to which their nursing students obtain clinical training and experience at TMH. TMH does not receive any compensation from the various schools for providing a clinical setting for the student nurse training. The Brown Health School of Medical Imaging collaborates with Rhode Island College in the following programs: diagnostic medical sonography; nuclear medicine technology; radiography; and magnetic resonance imaging. Students complete educational experiences at the Hospital, as well as other outpatient sites.TMH sponsors training programs for a variety of allied health care professionals, including required clinical and fieldwork experiences in physical, speech, and occupational therapy, which are provided to university students in each discipline through contracts with the various universities. TMH acts as a clinical training site for students from CCRI in its vascular and cardiology ultrasound programs and provides training experiences for both phlebotomy students and physical therapy assistant students. TMH serves as a clinical training site for students from The Nuclear Medicine Institute of the University of Findlay (Ohio) and has educational affiliations with the respiratory programs at both CCRI and The New England Institute of Technology. TMHs EEG Department provides clinical training to neurodiagnostic technology students from Laboure Col”

“TMH was included in the Brown Health and Affiliates audited consolidated financial statements as of and for the fiscal year ended September 30, 2024. Included in the amounts reported for TMH include activity of TMH and VNA Technicare, Inc., d/b/a Brown University Health Home Medical. The Brown Health Audit and Compliance Committee assumes responsibility for oversight of the audit of TMH's consolidated financial statements and the selection of Brown Health's independent accountant.”