National Regenerative Medicine Foundation

“The restated bylaws of the filing organization call for a board of directors of not less than 5 nor more than 9. One director is designated as the principal investigator and is specifically named in the bylaws as dr. Atala, who serves until his resignation, death or removal. Four directors are to be appointed by wake forest university health sciences (wfuhs), or its ceo. Wfuhs is a tax exempt educational organization exempt under irc section 501(c)(3). Up to four directors ("regenmed directors") are to be appointed by the corporation's board, shall be working in the regenerative medicine field, but shall not be employed by wfuhs or be a board member of wfuhs or a wfuhs affiliate organization. As of the end of its fiscal year, the board consisted of the designated principal investigator and the four wfuhs directors.”

“The filing organization's board of directors receives a copy of the form 990 with sufficient time to permit review, comment, and questions prior to its filing. If modifications are required following such review and comment, the revised form 990 is redistributed prior to its filing with the irs, along with a report noting the modifications.”

“The organization requires its officers and directors to disclose conflicts of interest annually, and as they arise. Any items disclosed are reviewed and managed in accordance with the organization's policy on conflicts of interest.”

“The filing organization does not pay compensation to directors for their effort devoted to the organization. Certain officers and directors are employed by related organizations, wake forest university health sciences (wfuhs) and wake forest university (wfu), and the determination of the compensation of such individuals is conducted via the process utilized by the wfubmc board, as follows: the diversity, inclusion, & compensation committee (the "committee") of the atrium health, inc. Board of directors has authority as the wfubmc board delegates to it, for the review and approval of senior executive compensation, including senior executive incentive plans. No member of the committee is an employee of wfubmc or of the filing organization. The committee relies upon an external, independent compensation consultant experienced in healthcare to provide the committee with compensation comparability data for new executive position appointments and for compensation reviews for existing executives. The consultant, which is retained directly by the committee, provides third-party information and evaluates the competitiveness and reasonableness of executive compensation and benefits programs in relation to market practices for similarly situated healthcare organizations. The committee makes its decisions with respect to executive compensation in accordance with wfubmc and filing organization policies, irs regulations, and standard corporate governance practices. Such policies include adherence to executive compensation philosophy and review processes; processes ensuring committee member and compensation consultant independence; use of valid market comparisons of data from healthcare organizations of similar size, structure, and complexity and establishment of the rebuttable presumption of reasonableness, per irs guidelines. Minutes of the deliberations of the committee are maintained in the atrium health, inc. Legal department. One of the filing organization's officers is compensated by a related organization, wake forest university ("wfu"), and his compensation is reviewed and approved in accordance with wfu's similar procedures.”

“The organization's articles of incorporation are available to the public on request and are available on the website of the north carolina secretary of state. The organization's bylaws are not published, but provisions from the bylaws are included as necessary in the organization's policies, and are attached to the form 1023 filed for the organization with the irs, which is publicly available. The conflict of interest policy and financial statements are available to the public on request.”

“J. Reid morgan filing org 0.1 related org 30.9 unrelated org 9.0 terry g. Williams filing org 0.1 related org 1.1 unrelated org 38.8 julie m. Watson filing org 0.5 related org 19.5 anthony atala, m.d. Filing org 0.5 related org 39.5 terry l. Hales, jr. Filing org 0.1 related org 39.9 a medical center integration agreement ("mcia") was originally entered into in 2010 among four parties: wake forest university ("wfu"), wake forest university health sciences ("wfuhs"), wake forest university baptist medical center ("wfubmc"), and north carolina baptist hospital ("ncbh"). Pursuant to the terms of the original mcia, the operation of wfuhs and ncbh, and all of the respective subsidiaries of each, is delegated to wfubmc. Additionally, the corporate officers of wfubmc generally serve as the corporate officers of wfuhs and ncbh. The mcia was revised and restated in 2020 to delegate oversight and management authority over wfubmc to atrium health, inc. ("ahi"). Certain directors and/or corporate officers of wfuhs, ncbh, & wfubmc also serve as directors or corporate officers of ahi. Wfu and wfuhs are organizations related to the filing organization. Ncbh, wfubmc, and ahi are organizations unrelated to the filing organization. Thus, certain directors and officers of the filing organization devote hours to related organizations (wfu & wfuhs) and unrelated organizations (wfubmc, ncbh, and ahi) as shown in the breakdown of hours above.”