Center for Donation and Transplant

“The Board of Directors, through its Audit Committee, engages a prominent accounting firm, KPMG, to conduct a review of its tax return for compliance with IRS regulations. The Audit Committee engages KPMG as paid preparer to ensure accuracy of filings and raise for discussion issues or concerns that are considered significant. Issues or concerns are raised with management and brought to the attention of the Audit Committee throughout the year as warranted and required. Our process also includes a review of returns by senior management and a presentation and review of the returns at a meeting of the Audit Committee of the Board of Directors.”

“All candidates for Board membership and Board Committee membership receive a copy of the conflict of interest policy and conflict of interest questionnaire for completion. Actual or potential conflicts reported are reviewed by the Committee on Audit & Compliance of the Board of Directors and appropriate action is taken to mitigate conflicts.Upon hire, all employees receive an employee manual which explains the conflict of interest policy and the requirement to report any actual or potential conflicts. All employees also receive refresher education regarding the policy and a reminder about the reporting requirement as part of their mandatory annual education. All employees are responsible for notifying Center management of any potential conflicts in addition to responding to requests for information if requested. Persons holding significant management positions receive a copy of the conflict of interest questionnaire for completion. Any conflicts which are reported or discovered are reviewed by the Corporate Compliance & Audit Dept. and appropriate action is taken to mitigate the conflict. Employees who violate the conflict of interest policy are subject to the institution's corrective action policies.”

“The Compensation Committee of the Board of Directors ("Committee") establishes compensation for the President and Chief Executive Officer of the organization, all Executive Vice Presidents and other top management officials who report directly to the President and Chief Executive Officer, subject to approval by the Board of Directors. The Committee uses professional compensation advisors who are capable of rendering independent advice and independent market surveys. The Committee targets the market median (50th percentile) for cash compensation; benefit programs are intended to be competitive. After the compensation program is determined, the Committee-approved recommendation is forwarded to the Board of Directors for its consideration and approval, and that is contemporaneously substantiated.”

“Documents are made available upon request.”

“Hours reported for Board Members, Officers and Key Employees are average work hours related to this organization and its related organizations. Organizations included in this relationship are Albany Medical Center, Albany Medical Center Hospital, Albany Medical College, Albany Medical Center Foundation, Center for Donation and Transplant, and Kidskeller Inc.”

“Included in Mr. Barbas reported compensation for 2016 is a $2,389,000 payment received for a supplemental retirement benefit pursuant to his employment contract. Mr. Barba entered into an employment contract with Albany Medical Center in 1999. One provision of the contract was a requirement for Albany Medical Center to pay a supplemental retirement benefit for each year he served as Chief Executive Officer. The Executive Compensation Committee of the Board, in response to an analysis and a recommendation from an external compensation consultant, Sullivan Cotter, concluded that Mr. Barba should be provided a retirement benefit for the period beginning in 2006 as the benefits under a previous plan had terminated. Therefore, Mr. Barba was provided a funded supplemental retirement benefit from 2006 to 2016 to ensure that he was receiving a retirement benefit consistent with both his employment contract and market conditions. The Board unanimously approved the retirement benefit as recommended by the Executive Compensation Committee.”