Hackensack University Medical Center Foundation Inc

“Peter c. Gerhard and kristen gerhard - family relationship. Samuel p. Toscano, jr. And sandra keary - family relationship. Joseph a. Rizzi, esq., james r. Beattie, esq. And martin w. Kafafian, esq. - business relationship. William c. Hanson, samuel p. Toscano, jr., joseph simunovich, mitchell baker and stephen t. Boswell, ph.d., p.e., secb - business relationship. John a. Schepisi, esq., and david sanzari - business relationship. Peter c. Gerhard, george t. Croonquist and samuel p. Toscano, jr. - business relationship. John j. Apovian, m.d. And robert s. Hekemian, jr. - business relationship. Stephen t. Boswell, ph.d., p.e., secb, james r. Beattie, esq., robert s. Hekemian, jr., dante a. Implicito, m.d., david sanzari, samuel p. Toscano, jr. And joseph simunovich - business relationship. Samuel p. Toscano, jr., lawrence r. Inserra, jr., anthony c. Taccetta, jr., stephen t. Boswell, ph.d., p.e., secb, scott tarriff and joseph p. Riccardo - business relationship. William c. Hanson and george t. Croonquist and g. Thomas croonquist, jr. - business relationship. William c. Hanson, james r. Beattie, esq., martin w. Kafafian, esq. And joseph a. Rizzi, esq. - business relationship. George t. Croonquist and g. Thomas croonquist, jr. - business relationship. Nick cangialosi and nicholas minicucci, jr. - business relationship. George t. Croonquist and g. Thomas croonquist, jr. - family relationship.”

“Please note that certain voting members of the organization's board of trustees are not independent. This is either due to the fact that they: 1. Are compensated as an employee of a related organization, 2. Are compensated as an independent contractor of a related organization, 3. Are an officer or key employee of a company with which a related organization transacts business, 4. Are an owner of a company with which a related organization transacts business, 5. Have a family member that is compensated as an employee of a related organization, or 6. Have a family member that is compensated as an independent contractor of a related organization.”

“Hackensack university health network, inc. ("huhn") is the sole member of this organization. Huhn has the right to elect the members of this organization's board of trustees and has certain reserved powers as defined in this organization's bylaws.”

“During 2015 hackensack university medical center foundation ("foundation") was an affiliate of hackensack university health network, inc. And its subsidiaries and controlled entities; a tax-exempt integrated healthcare delivery system which include hackensack university medical center ("hackensackumc"). Hackensack university health network ("network") was the tax-exempt parent of the system. In may 2015, the network signed a definitive agreement with meridian health system ("meridian health") to merge both parent organizations; creating one integrated healthcare delivery system known as hackensack meridian health, inc., to better meet the needs of many new jersey communities. The merger became effective upon the receipt of regulatory approvals on july 1, 2016. The name of this new integrated healthcare delivery system is hackensack meridian health, inc. The foundation's federal form 990 was provided to each voting of member hackensack meridian health, inc's. Governing body, its board of trustees, prior to filing with the internal revenue service ("irs") and following a review by hackensack meridian health, inc's. Compliance and audit committee. Hackensack meridian health, inc's. Board of trustees has assumed the responsibility to oversee, review and approve this federal form 990, including the preparation, review and filing process. As part of the tax return preparation process hackensackumc hired a professional cpa firm with experience and expertise in both healthcare and not-for-profit tax return preparation to prepare the federal form 990. The cpa firm's tax professionals worked closely with hackensackumc's finance personnel and internal working group (which included, but was not limited to, the chief financial officer, controller, accounting manager and chief compliance officer) to obtain the information needed in order to prepare a complete and accurate tax return. The cpa firm prepared a draft federal form 990 and furnished it to hackensackumc's internal working group for review. Hackensackumc's internal working group reviewed the draft federal form 990 and discussed questions and comments with the cpa firm. Revisions were made to the draft federal form 990 where necessary and a final draft was furnished by the cpa firm to hackensackumc's internal working group for final review and approval prior to presentation of the federal form 990 to the members of hackensack meridian health, inc's. Compliance and audit committee and thereafter to each voting member of hackensack meridian health, inc's. Governing body prior to filing with irs.”

“Hackensack university medical center foundation is an affiliate of hackensack university health network, inc. And its subsidiaries and controlled entities; a tax-exempt integrated healthcare delivery system. Hackensack university health network ("network") is the tax-exempt parent of the system. The organization and system regularly monitor and enforce compliance with its conflict of interest policy. Annually all members of the organization's board of trustees, officers and senior management personnel are required to review the existing conflict of interest policy and complete a questionnaire. The completed questionnaires are returned to the system's chief compliance officer for review. Thereafter the chief compliance officer prepares a summary of the completed questionnaires which contains information disclosed on an individual basis. The system's chief compliance officer then presents this summary to the organization's governance committee for its review and discussion.”

“Hackensack university medical center foundation ("foundation") is an affiliate within hackensack university health network and subsidiaries and controlled entities; a tax-exempt integrated healthcare delivery system. Hackensack university health network ("network") is the tax-exempt parent of the system and the sole member of foundation. The network's board of trustees has an executive compensation committee ("committee"). The committee has adopted a written executive compensation philosophy which it follows when it reviews and approves of the compensation and benefits of the system's senior management, including, but not limited to, the president/chief executive officer, chief financial officer and chief operating officer. The committee reviews the "total compensation" of the individuals which is intended to include both current and deferred compensation and all employee benefits, both qualified and non-qualified. The committee conducts its review and approval process at least annually over several meetings, and approves only "total compensation" that the committee has concluded does not exceed what the committee considers to be reasonable compensation. The committee structures and conducts its review and approval process so as to qualify for the rebuttable presumption of reasonableness under the intermediate sanctions rules of federal income tax law. This review and approval process applies to all forms of compensation and benefits provided to all members of the senior management team. The three factors which must be satisfied in order to receive the rebuttable presumption of reasonableness are the following: 1. The compensation arrangement is approved in advance by an "authorized body" of the applicable tax-exempt organization which is composed entirely of individuals who do not have a "conflict of interest" with respect to the compensation arrangement; 2. The authorized body obtained and relied upon "appropriate data as to comparability" prior to making its determination; and 3. The authorized body "adequately documented the basis for its determination" concurrently with making that determination. The committee is comprised of members of the board of trustees, each of whom is "disinterested" as defined by the irs in its regulations describing this standard. The committee relied upon appropriate comparable data; specifically the committee obtained a written compensation study from an independent firm which specializes in the review of hospital and healthcare system executive compensation and benefits throughout the united states. This detailed study uses comparable geographic and demographic market data for tax-exempt hospitals and healthcare systems of a similar level of net annual operating revenue in the same geographic region. No data from any for-profit entities is used. The committee adequately documented its basis for its determination through the timely preparation of written minutes of the committee meetings during which the executive compensation and benefits was reviewed and subsequently approved. The review and approval process used by the committee, including all actions designed to qualify for the rebuttable presumption of reasonableness, is applied to all members of the senior management team of the system, whether or not they would be considered 'disqualified persons' under the intermediate sanctions rules. In addition to relying on market data, the committee applies a wide range of business judgment factors including, but not limited to, individual performance, individual experience, recruitment and retention factors, and the unique demands of particular positions.”

“The organization's filed certificate of incorporation and any amendments can be obtained and reviewed through the state of new jersey department of the treasury. The organization also makes available to the public via its website, www.hackensackumc.org, its compliance plan documents, code of conduct and conflict of interest policy.”

“HACKENSACK UNIVERSITY MEDICAL CENTER FOUNDATION ("FOUNDATION") is AN AFFILIATE WITHIN HACKENSACK UNIVERSITY HEALTH NETWORK, INC. AND SUBSIDIARIES AND CONTROLLED ENTITIES; A TAX-EXEMPT INTEGRATED HEALTHCARE DELIVERY SYSTEM ("NETWORK"). THE NETWORK INCLUDES BOTH FOR-PROFIT AND NOT-FOR-PROFIT ORGANIZATIONS. CERTAIN BOARD OF TRUSTEE MEMBERS, OFFICERS AND/OR DIRECTORS LISTED ON CORE FORM, PART VII AND SCHEDULE J OF THIS FORM 990 MAY HOLD SIMILAR POSITIONS WITH BOTH THE FOUNDATION AND OTHER SUBSIDIARIES AND CONTROLLED ENTITIES WITHIN THE NETWORK. THE HOURS SHOWN ON THIS FORM 990, FOR BOARD MEMBERS WHO RECEIVE NO COMPENSATION FOR SERVICES RENDERED IN A NON-BOARD CAPACITY, REPRESENT THE ESTIMATED HOURS DEVOTED PER WEEK FOR FOUNDATION. TO THE EXTENT THESE INDIVIDUALS SERVE AS A MEMBER OF THE BOARD OF TRUSTEES OF OTHER RELATED SUBSIDIARIES AND CONTROLLED ENTITIES WITHIN THE NETWORK, THEIR RESPECTIVE HOURS PER WEEK PER ORGANIZATION ARE APPROXIMATELY THE SAME AS REFLECTED ON PART VII OF THIS FORM 990. THE HOURS REFLECTED ON PART VII OF THIS FORM 990, FOR BOARD MEMBERS WHO RECEIVE COMPENSATION FOR SERVICES RENDERED IN A NON-BOARD CAPACITY, REFLECT TOTAL HOURS WORKED PER WEEK ON BEHALF OF THE NETWORK; NOT SOLELY thE FOUNDATION.”

“Part vii and schedule j reflect certain board members and officers receiving compensation and benefits from a related organization. Please note this remuneration was for services rendered as full-time employees of the related organization and not for services rendered as a voting member or officer of this organization's board of trustees.”

“Other changes in net assets or fund balances include: - equity transfer to hackensack university medical center; a related internal revenue code section 501(c)(3) tax-exempt organization - ($4,435,716).”

“An independent cpa firm audited the financial statements of the organization for the years ended december 31, 2015 and december 31, 2014; respectively, and issued an unqualified opinion on the audited financial statements. An unqualified opinion was issued by the independent cpa firm each year. The organization's board of trustees assumes responsibility for oversight of the audit of the taxpayer's financial statements and the selection of its independent auditor. In addition, hackensack university medical center foundation's sole corporate member is hackensack university health network ("network"). An independent big four cpa firm prepared audited consolidated financial statements for the network and its subsidiaries and controlled entities, for the years ended december 31, 2015 and 2014, respectively. The independent cpa firm issued an unqualified opinion with respect to these audited consolidated financial statements each year. The network's audit and corporate compliance committee has assumed responsibility for the oversight of the audit of the hackensack university health network audited consolidated financial statements and the selection of an independent auditor.”