The Good Shepherd Housing Development Corporation

“The executive committee is comprised of the chairs of all the board committees as well as the chair and vice chair of the board. All executive committee members are members of the board of trustees. The executive committee can act on behalf of the board of trustees in most cases. Any fundamental changes will go to the full board.”

“The good shepherd rehabilitation network ("gsrn"), a related tax-exempt entity, has the ultimate authority and responsibility for the following activities with respect to the good shepherd housing development corporation: amendment, approval or revocation of bylaws; institutional development; corporate and strategic planning; financial planning and budgeting; audit and fiscal matters; resource allocation; public relations; appointment of trustees and officers; and compensation and human resource policies.”

“See explanation for form 990, part vi, section a, line 7a.”

“The irs 990 is prepared using information solicited from officers, directors, trustees, board committee members, and management. This group of individuals are provided a draft return before the final return is filed. Questions, comments, and additional information provided by this group are incorporated into the final return. The final return is reviewed at a committee level of the board prior to it being filed.”

“There is a systematic process coordinated through the governance committee where the conflict of interest statement completed annually by board members and the senior leadership team members are reviewed by the governance committee. Whenever the committee feels the conflict statement is either incomplete or feels something may be missing, the committee will ask management to pursue further due diligence. When a board member does have an inherent conflict, the trustee is asked to either abstain from voting or excuse himself from the room during the discussion and voting.”

“The board of trustees of good shepherd rehabilitation network (gsrn) delegate responsibility for adherence to all legal and regulatory requirements affecting executive compensation to the human resources / compensation committee of the board (the committee). The committee is permitted to engage external resources as necessary to educate them on new legal or regulatory guidelines, market trends and to support deliberations and decision making related to executive compensation. The committee selected and utilizes an independent compensation consultant, mercer- a marsh & mcclennan company, (the consultant) as a resource to assist with decisions related to executive compensation. In accordance with the committee's annual work plan, the committee reviewed at the september 2022 meeting the following: mercer (us), inc. Certifies that it (1) is a compensation consulting firm, (2) performs compensation valuation studies of this type on a regular basis, and (3) is qualified to perform the valuations of the type of property or services involved. During mercer's review of executive compensation, it was found in their opinion to be fair, reasonable and market appropriate based on their analysis of competitive compensation and benefit practices for functionally comparable positions in similarly situated organizations. All of the compensation meetings are formally documented consistent with best governance practices.”

“Financial statements, governing documents and conflict of interest policy are available upon request.”

“Benjamin jarmul (interim cfo) listed on part vii work as consultant for gsrn. His compensation was $472,354 ($437,600 fees and $34,754 expenses) for the calendar year 2021.”

“Accounts payable payments are consolidated under a common reporting system. Since totals for each vendor may contain transactions from multiple corporations, the number of 1099's filed on behalf of the good shepherd housing development corporation by the common reporting agent cannot be separately identified and determined.”

“The salary and benefit expenses reported on form 990, part ix are the good shepherd housing development corporation's ("gshd") allocated payroll costs based on time spent. All individuals working at gshd are employees of the good shepherd rehabilitation hospital ("gsrh") and are reported on its form w-3 under ein: 23-1371947. Gsrh is an affiliated tax-exempt organization.”

“The processes used by the committee that assumes responsibility for oversight of the audit of the organization's financial statements and the selection of an independent accountant have not changed from the prior year.”