Pathways Inc.

“All management duties such as tenant screening, fiscal management, janitorial, and facilities management are contracted for with Pathways' sole member, Gateway Healthcare, Inc. (Gateway).”

“Gateway is the sole member of Pathways. Effective July 1, 2013, Brown University Health (formerly Lifespan Corporation) became the sole member of Gateway.”

“The bylaws of Pathways confer certain reserved powers upon Brown University Health to provide it with the means of effective oversight, coordination, and support of the system. Powers reserved to Brown University Health include: to elect and remove trustees and to approve the election of and removal of certain officers. At each annual meeting of Pathways' Board of Trustees, a list is compiled of the names of those persons selected to serve as Trustees of Pathways so that it can be approved and submitted to Brown University Health for ratification and election.”

“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 Chief Financial Officer (CFO) of Gateway Healthcare, Inc. and Related Entities. Preparation of the Form 990 is completed by the Brown Health Finance Department and overseen by the Manager of Tax Compliance upon completion of Pathway's annual independent financial statement audit. A draft of the Form 990 is then provided to the Brown Health Director of Finance and Gateway CFO for final management review. Prior to filing Form 990 with the Internal Revenue Service, the Gateway CFO provides an electronic copy of the tax return to the Gateway Board (the Board) and reviews the highlights of the organization for the year covered. Questions and comments from the Board to the Gateway CFO are then addressed prior to filing of the tax return. The Form 990 is then finalized to include any modifications based on comments from the Board, and the Gateway CFO is authorized to file the Form 990.”

“Brown University Health has a Conflict-of-Interest Policy is administered by the Corporate Compliance Department as follows: Each designated person subject to Brown University Health's conflict of interest policy is required to provide Brown University Health with an initial disclosure statement and thereafter an annual statement: (i) attesting that the designated person has read and is familiar with this policy, and (ii) either attesting that 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 constitutes a conflict or potential conflict of interest or disclosing any such conflict or potential conflict of interest, in which latter case, the Corporate Compliance Department, through a Conflict of Interest Committee, reviews the situation and oversees any necessary mitigation measure required to eliminate or ameliorate the conflict of interest. Further, if at any time during employment or association, a designated person has reason to believe that a new or contemplated activity constitutes a conflict of interest, the designated person is required to update their conflict of interest disclosure statement which will then be reviewed by the Corporate Compliance Department in consultation with the Conflict of Interest Committee and mitigation measures taken as appropriate. This requirement is acknowledged as part of the annual performance evaluation process. If the activity in question involves the Chief Executive Officer a determination is also sought from the Chairman of the Board of Directors of Brown University Health. Annually, the Brown University Health Compliance Officer reviews and reports to the Brown University Health Executive Corporate Compliance Committee, the Brown University Health Governance and Nominating Committee and to the Brown University 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 or updates as required, may result in removal from their position and/or termination of their employment with Brown University Health.”

“EXECUTIVE COMPENSATION Brown University 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 University Health as well as other officers, senior management, and key employees. Brown University 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 University 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 University 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 University 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 University Health's performance within the healthcare industry and the degree to which total remuneration levels at Brown University Health are generally commensurate with Lifespan performance relative to healthcare industry performance * Conducting an annual performance review of Brown University 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 University Health's executive compensation philosophy. Brown University 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 University 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 organization makes its governing documents, conflict of interest policy, audited financial statements, and Form 990 returns available upon request. The organization will furnish copies of same to those who come to Gateway's administrative offices during normal business hours or who request a copy by U.S. mail.”

“Scott W. DiChristofero Scott W. DiChristofero served as CFO of Gateway Healthcare, Inc. and was President of Pathways through October 23, 2023. The calendar year 2024 compensation reported in this return is reflective of amounts earned in those roles. Henry T. Sachs III, MD Henry T. Sachs III, MD, became President of Pathways effective October 29, 2023. Dr. Sachs also serves as President and Chief Medical Officer of EPBH, as well as the President of Lifespan School Solutions, Inc., Bradley Hospital Foundation (BHF), and Gateway Healthcare, Inc. As a full-time employee he devotes 40+ hours per week to these organizations. The compensation reported in this return was paid by Brown University Health.”