Lifespan Corporation

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

“*The spouse of Phillip Kydd, Director, is an owner of The Gemini Group, LLC, which provided business consulting and advisory services. During fiscal year 2024, Rhode Island Hospital paid fees to The Gemini Group, LLC under a standard business agreement transacted at terms representative of fair market value.”

“Brown Health has a Conflict of Interest Policy that is applicable to all affiliates and administered by Brown Health's 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 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 form 990 is prepared by the brown health finance department 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. Once the draft form 990 is complete, the return is provided with all supporting worksheets to kpmg, which then reviews the completed form in detail. Kpmg provides the director of finance with any recommended changes which are reviewed, and if agreed upon, are incorporated into the return. The draft form 990 is then provided to the brown health evp/cfo for final management review.”

“EXECUTIVE COMPENSATION Brown 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 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 individual performance or other pertinent information, for the Committee's con”

“Brown Health and the Brown Health Obligated Group, which consists of Rhode Island Hospital, The Miriam Hospital, 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 Brown Health'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.”

“Paul J. Adler Paul J. Adler serves as Secretary of Brown Health and Affiliates, devoting 40+ hours per week to the combined organizations. As part of his responsibilities, he provides legal and administrative oversight to all of Brown Health's affiliated organizations disclosed in Schedule R. Mr. Adler's compensation was paid by Brown Health during calendar year 2023. John Fernandez John Fernandez serves as President of Brown Health and Affiliates, devoting 40+ hours per week to the combined organizations. As part of his responsibilities, he provides administrative oversight to all of Brown Health's affiliated organizations disclosed in Schedule R. Mr. Fernandez's compensation was paid by Brown Health during calendar year 2023. Ziya L. Gokaslan, MD Ziya L. Gokaslan, MD, Director, is also the Neurosurgeon-in-Chief at Rhode Island Hospital and The Miriam Hospital. As a full-time employee he devotes 40+ hours per week to the Neurosurgery service-line. His compensation is paid by Brown Health Medical Group. Eva Greenwood Eva Greenwood serves as Treasurer of Brown Health and Affiliates, devoting 40+ hours per week to the combined organizations. As part of her responsibilities, she provides financial oversight to all of Brown Health's affiliated organizations disclosed in Schedule R. Ms. Greenwood's compensation was paid by Brown Health during calendar year 2023. Peter K. Markell Peter K. Markell serves as EVP/CFO of Brown Health and Affiliates, devoting 40+ hours per week to the combined organizations. As part of his responsibilities, he provides financial oversight to all of Brown Health's affiliated organizations disclosed in Schedule R. Mr. Markell's compensation was paid by Brown Health during calendar year 2023. Cedric J. Priebe Cedric Priebe serves as SVP & Chief Information Officer of Brown Health and Affiliates, devoting 40+ hours per week to the combined organizations. As part of his responsibilities, he provides oversight to all of Brown Health's affiliated organizations disclosed in Schedule R. Mr. Priebe's compensation was paid by Brown Health during calendar year 2023. Timothy J. Babineau Timothy J. Babineau, MD, was the President & CEO of Brown Health as well as other affiliates thru June 1, 2022. As a full-time employee he devoted 40+ hours per week to these organizations. His compensation was paid by Brown Health. Todd A. Conklin Todd A. Conklin served as EVP & Chief Operating Officer of Rhode Island Hospital until April 6, 2022. As a full-time employee he devoted 40+ hours per week to this organization. Mr. Conklin's compensation was paid by Brown Health. Arthur J. Sampson Arthur J. Sampson, served as President of Brown Health and Affiliates until January 1, 2023. As a full-time employee he devoted 40+ hours per week to those organizations. His compensation is paid by Brown Health. David A. Kirshner David A. Kirshner served as EVP/CFO of Brown Health and Affiliates until November 9, 2022. During calendar year 2023 he was compensated $135,501 as part of a separation agreement with the organization.”

“The officers, members of executive management, and highest compensated employees disclosed in the Brown Health Form 990 for the fiscal year ended September 30, 2024 perform their roles, duties, and responsibilities not only for Brown Health but also for its four affiliated hospitals and many affiliated organizations included within the Brown Health health system.”

“OTHER PROGRAM SERVICE REVENUE - Total Revenue: 1038332, Related or Exempt Function Revenue: 1038332, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ;”

“Effective July 1, 2024, Brown Health's wholly owned captive insurance company, R.I. Sound Enterprises Insurance Co. Ltd., reorganized as a domestic limited liability company organized in the District of Columbia under a new company name, R.I. Sound Enterprises Insurance Co., LLC (RISE). Brown Health is the sole member of RISE and RISE is treated as a disregarded entity for federal income tax purposes.”

“During the calendar year, Brown Health held an interest in investments held in foreign countries. The countries which Brown Health held foreign investments included the Cayman Islands and Ireland.”

“Change in Funded Status of Pension & Other Postretirement - 1790612; Equity Transfer to Brown Health Medical Group. - -7174367; Equity Transfer to Brown Health Medical Group Primary Care - -13035942; Transfer of Net Assets of RI Sound Enterprises Insurance LLC - 54739595;”

“The Brown Health Audit and Compliance Committee assumes responsibility for oversight of the consolidated audit of Brown Health and affiliates' consolidated financial statements and the selection of Brown Health's independent accountant.”

“Brown health administers a pooled investment fund (the pool) on behalf of its affiliates organizations. For purposes of reporting both unrelated business income on form 990-t and the aggregate value of foreign investments directly held by the pool on schedule f, all such amounts have been included on the returns filed by brown health. For purposes of reporting investment income and the balance sheet value attributable to each browth health affiliate's ownership of units in the pool, such amounts have been reported on the respective affiliate's returns. Expenditures related to foreign activities are recorded on the accrual basis of accounting.”

“The investments reported on schedule f, part i represent brown university endowment investments deposited by brown university health system as a participant in the endowment. The respective assets are allocated to the balance sheets of the hospitals and foundations within the system, including brown health.”