Pennsylvania College of Optometry

“The compensated officers have a business relationship with all board members as they are employed by a related organization that all board members also serve.”

“The foundation contracts with salus university, a 501(c)(3) public charity, to perform certain management and administrative services. Management services include, but are not limited to: planning and executing budgets and financial operations, and supervising exempt operations. Dr. Michael h. Mittelman is the president of the foundation's board of directors and receives no compensation for those services. Dr. Mittelman is also a full-time employee of salus university for which he is compensated by salus university as reported in form 990, part vii, section a. No compensation is paid to dr. Mittelman by the foundation. The foundation paid salus university $255,000 in the fiscal year ended june 30, 2024 for management and administrative services.”

“On june 28, 2024, the foundation filed a statement of merger with the pennsylvania department of state to report its merger with drexel university, an unrelated public charity. This merger was effective june 30, 2024.”

“Salus university, a 501(c)(3) public charity, is the sole member of the foundation.”

“The top management official of salus university - the president - is required to be an ex-officio member and officer of the foundation's board. The remaining foundation board members are elected by a majority vote of the members of the board of trustees of salus university.”

“The foundation does not have any committees that have authority to act on behalf of the governing body.”

“The form 990 is prepared by an independent accounting firm with information provided by management and then a copy of the form 990 is made available to management and the audit committee of salus university on a secure network. Each committee member is provided the opportunity to comment on the information contained in the form 990 prior to filing. The full board is also provided a complete copy of the form 990 prior to it being filed with the internal revenue service.”

“Each officer, director and trustee of the foundation is required to annually disclose any conflicts of interest that arise by virtue of their board service or position with the foundation. The foundation monitors compliance with its conflict of interest policy through an annual questionnaire/disclosure statement that is distributed to these individuals. Potential conflicts are reviewed by counsel and presented to the audit and compliance committee for determination if an actual conflict exists. If a conflict were to arise the individual(s) in conflict would recuse themselves from the deliberation and final vote. The conflict of interest policy includes a duty to disclose any changes in circumstances that arise to create a new potential conflict of interest or change or eliminate a previously disclosed conflict.”

“The foundation does not compensate any individuals reported on form 990, part vii, section a. All compensation is paid by salus university, a related 501(c)(3) public charity.”

“The organization does not make its governing documents available to the public. The conflict of interest policy and financial statements are made available on the salus website.”

“Pennsylvania college of optometry foundation is a supporting organization to its parent organization, salus university. On june 28, 2024, the middle states commission on higher education (msche) approved salus university's merger with drexel university,a public charity. Salus university filed a statement of merger with the commonwealth of pennsylvania, which approved the merger to be effective end of day june 30, 2024. The merger still requires united states department of education (usde) approval. The transaction reflects recent, two-step usde guidance: current: in the current, pre-transaction state, drexel university, a pennsylvania nonprofit corporation, owns and controls drexel university, a nonprofit institution accredited by msche, which exists and operates separately from salus university, a pennsylvania nonprofit corporation, that owns and controls salus university, a nonprofit institution accredited by msche. Step one (merger): upon msche approval, drexel university, the pennsylvania nonprofit corporation, will own and control both drexel university, a nonprofit institution accredited by msche, and salus university, a nonprofit institution temporarily accredited by msche. The board of trustees of salus university, the pennsylvania nonprofit corporation, will dissolve, and three of its members will be appointed to the board of trustees of drexel university, the pennsylvania nonprofit corporation. The president of salus university, the nonprofit institution temporarily accredited by msche, will report to the drexel president with dotted line reporting to the board of trustees of drexel university, the pennsylvania nonprofit corporation. Step two (closure): prior to usde approval, salus university's academic programs and financial aid processes will operate independently of drexel university and salus university will continue to grant degrees. Post-merger/closure: upon usde approval, salus university, the nonprofit institution, will become an additional location of drexel university, the nonprofit institution accredited by msche, and will surrender its degree-granting authority. Its academic programs and financial aid processes will be administered by drexel university.”

“Transfer of net assets upon merger -61,040,793.”