Bryan Foundation

“BRYAN FOUNDATION DID NOT PAY SALARY EXPENSE DURING THE TAX YEAR. EMPLOYEES WHO DIRECTLY SUPPORT BRYAN FOUNDATION'S MISSION ARE EMPLOYEES OF BRYAN HEALTH. BRYAN HEALTH'S BOARD OF TRUSTEES BELIEVES COMPENSATION FOR THE SENIOR MANAGEMENT TEAM MUST REFLECT THE COMPLEXITIES OF LEADING AND MANAGING A MULTI-HOSPITAL HEALTH SYSTEM THAT PROVIDES SERVICES THROUGHOUT MUCH OF THE STATE. RECOGNIZING THAT ITS LEADERS ARE RESPONSIBLE FOR THE QUALITY OF CARE, PATIENT SERVICES AND OVERALL FINANCIAL HEALTH OF one of THE LARGEST PRIVATE EMPLOYERs IN LINCOLN/LANCASTER COUNTY, BRYAN HEALTH'S BOARD HAS ESTABLISHED A COMPENSATION PLAN THAT MATCHES THIS LEVEL OF RESPONSIBILITY. THIS PLAN, KNOWN AS THE SENIOR MANAGEMENT COMPENSATION PHILOSOPHY IS REVIEWED AT LEAST ANNUALLY BY BRYAN HEALTH'S COMPENSATION COMMITTEE. THIS COMPENSATION PHILOSOPHY TARGETS BASE SALARY FOR SENIOR MANAGERS AT THE 50TH PERCENTILE OF THE MARKET. THE COMPENSATION COMMITTEE IS APPOINTED BY BRYAN HEALTH'S BOARD OF TRUSTEES AND IS MADE UP OF INDEPENDENT COMMUNITY LEADERS WHO ALL SERVE VOLUNTARILY, AND WHO MUST ADHERE TO A STRINGENT CONFLICT OF INTEREST POLICY. EXECUTIVE COMPENSATION IS DETERMINED AND REVIEWED PURSUANT TO GUIDELINES OUTLINED IN THE INTERMEDIATE SANCTION RULES UNDER IRC SECTION 4958 INCLUDING TAKING STEPS TO MEET THE REBUTTABLE PRESUMPTION STANDARD OF REASONABLENESS UNDER TREASURY REGULATION SECTION 53.4958-6. THE COMPENSATION COMMITTEE CONDUCTS A COMPREHENSIVE ANNUAL REVIEW OF ALL COMPENSATION PROVIDED BY THE ORGANIZATION TO THE SENIOR MANAGEMENT TEAM. THIS REVIEW IS CONDUCTED BY THE COMMITTEE BY UTILIZING NATIONAL SALARY SURVEYS, CONDUCTED BY INDEPENDENT EXTERNAL FIRMS. COMPENSATION FOR SENIOR MANAGERS IS COMPARED TO COMPENSATION OF SENIOR MANAGERS AT LIKE INSTITUTIONS ACROSS THE U.S. TO DETERMINE THAT THE VALUE OF COMPENSATION PROVIDED IS REASONABLE AND AT FAIR MARKET VALUE. THE COMPENSATION COMMITTEE ALSO WORKS DIRECTLY WITH AN EXTERNAL INDEPENDENT COMPENSATION CONSULTANT TO REVIEW THE REASONABLENESS OF TOTAL COMPENSATION PROVIDED TO THE SENIOR MANAGEMENT TEAM, AND TO ASSURE THAT THE TOTAL COMPENSATION PAID CONFORMS TO THE OVERALL COMPENSATION PHILOSOPHY. THE COMPENSATION CONSULTANT PROVIDES WRITTEN OPINIONS TO THE COMPENSATION COMMITTEE THAT ASSESSES THE REASONABLENESS OF THE TOTAL EXECUTIVE COMPENSATION PAID TO SENIOR MANAGERS. THE ANNUAL COMPENSATION REVIEW PROCEDURE WAS COMPLETED BY THE COMPENSATION COMMITTEE ON May 10, 2019. ALL DECISIONS OF THE COMPENSATION COMMITTEE ARE CONTEMPORANEOUSLY DOCUMENTED IN THE COMPENSATION COMMITTEE MINUTES WHICH ARE TIMELY REVIEWED AND APPROVED BY THE COMMITTEE. RELATED ORGANIZATION EMPLOYED PHYSICIAN COMPENSATION IS UNDER THE PURVIEW OF THE BRYAN HEALTH COMPENSATION COMMITTEE. THE COMPENSATION COMMITTEE HAS ESTABLISHED A POLICY REGARDING PHYSICIAN COMPENSATION WHICH ASSURES THAT PHYSICIAN COMPENSATION MEETS FAIR MARKET VALUE AND ALL OTHER LEGAL REQUIREMENTS. PHYSICIAN COMPENSATION IS BENCHMARKED AGAINST SEVERAL INDEPENDENT PHYSICIAN SPECIALTY - SPECIFIC SALARY SURVEYS AND IS REGULARLY REVIEWED BY THE COMPENSATION COMMITTEE.”

“The Executive Committee shall consist of the Chairperson and Vice-Chairperson of the Board, the immediately preceding Chairperson of the Board, the Secretary/Treasurer of the Board and President and Vice President of the Corporation. The Executive Committee shall have and may exercise all of the authority and powers of the Board when the Board is not in session, except that the Executive Committee shall not have the power: (a) to amend, alter or repeal the Articles of Incorporation or Bylaws of the Corporation; (b) to elect, appoint or remove any member of such committee or any Trustee or officer of the Corporation; (c) to adopt a plan of merger or adopt a plan of consolidation with another corporation; (d) to authorize the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; (e) to authorize the voluntary dissolution of the Corporation or revoke proceedings therefor; (f) to adopt a plan for the distribution of the assets of the Corporation; or (g) to amend, alter or repeal any resolution of the Board which by its terms provides that it shall not be amended, altered or repealed by such committee. Notwithstanding anything to the contrary, the Executive Committee shall meet prior to the annual meeting of the Board and at other times as may be necessary to recommend to the Governance Committee of The System a qualified individual to fill each of the positions of elected trustees whose terms will expire at the annual meeting or to fill other vacancies which may occur from time to time and shall also be responsible, unless otherwise provided herein, for providing nominees for officers as well as the orientation of Trustees and such other duties and responsibilities that may be assigned to it from time to time by the Board. The designation and appointment of an Executive Committee and the delegation thereto of authority shall not operate to relieve the Board, or any individual trustee, of any responsibility imposed upon it or him/her by law.”

“Beth Ann Smith and Janet Labenz - Business relationship, Trey Pittenger and Cori Vokoun - Business relationship, Brian Bossard and Janet Labenz - Business relationship, Joseph Chiu and Scott McHam - Business relationship, William Cintani and Ben Kiser - Business relationship”

“As stated in the organization's articles of incorporation and bylaws, the sole corporate member of bryan foundation is bryan health. Bryan health has the right under the organizing documents to: 1) approve significant decisions of the organization's governing body; 2) elect the members of the governing body; and 3) receive any remaining assets after dissolution of the organization.”

“Bryan health as sole corporate member of bryan foundation ("foundation"), has the right under the organizing documents to remove any trustee from office at any time, with or without cause by a two-thirds vote of the board of bryan health. Election of foundation's board of trustees shall at all times be subject to the approval of bryan health.”

“Bryan health is the sole corporate member of bryan foundation ("foundation"). Pursuant to the governing documents, the board of trustees of foundation may manage the affairs of the corporation; however, the board of trustees may not, without the prior approval of bryan health: (1) adopt any long-term capital or operational budget; (2) adopt any changes in any annual or long-term capital budget or operational expense budget exceeding $250,000 in any single transaction or $500,000 in any one corporation fiscal year; (3) approve or implement amendments to its mission statement or to strategic plans; (4) amend the bylaws or articles of incorporation; (5) approve the transfer, sale or other disposition of capital assets in any one corporation fiscal year in excess of $500,000; (6) organize or acquire, or authorize the organization or acquisition of any corporation, association, partnership, trust, shared service arrangement, joint venture or other entity, directly or indirectly, where the capital expenditure or operating expenses by the corporation in connection with such organization or acquisition in any one corporation fiscal year exceeds $500,000; (7) approve any indebtedness involving a mortgage or lien of any kind or nature on assets of the corporation where the borrowing or indebtedness in any one corporation fiscal year exceeds $500,000; (8) elect or appoint trustees or the president of the corporation; or (9) take any other actions which may be inconsistent with bryan health's goals and objectives.”

“This 990 was prepared by bryan health's tax division. During the return preparation process, the tax division works diligently with other departments including human resources, finance, legal, and development to gather information to complete form 990 and attached schedules in an accurate and thorough manner. This 990 was reviewed by the chief executive officer, chief financial officer, chief development officer, and other key officers of bryan health. This 990 was also reviewed by an independent accounting firm. Bryan health's board of trustees has delegated the review of the form 990 to the board's audit committee. Each member of the audit committee received a complete copy of this 990, prior to filing the form with the internal revenue service.”

“Bryan foundation has adopted a written conflict of interest policy that is monitored and enforced by the governance committee of bryan health. Board members, officers and key employees are required to annually complete a conflict of interest and disclosure questionnaire to identify any family and business relationships and transactions, or other transactions that may pose a potential conflict. The questionnaire requires each covered person to sign a statement certifying that he/she: (1) has reported information that is correct and complete to the best of their knowledge; (2) has read the conflict of interest policy and understands the policy, and (3) agrees to comply with all requirements of the policy. Covered persons are also required to disclose real or potential conflicts at the time such conflicts arise. Persons who have not returned questionnaires are contacted additional times in an effort to receive complete and accurate responses from all persons. Failure to complete the questionnaire can result in disciplinary actions. The questionnaires are reviewed in detail by the governance committee of bryan health. Conflicts are closely monitored by members of the governance committee. The conflict of interest policy has restrictions for any board member with a conflict of interest; such as, prohibiting them from voting with regard to certain transactions in which they have an interest.”

“The organization's articles of incorporation and amendments are available to the public on the nebraska secretary of state's website at www.sos.ne.gov. Also, this organization is included within the consolidated financial statements of bryan health that are made available to the public by the posting of these documents through the municipal securities rulemaking board website at emma.msrb.org. The organization's other governing documents, conflict of interest policy and financial statements are generally not made available to the public. Federal tax laws do not require that governing documents, conflict of interest policies and financial statements be made available for public inspection.”

“In keeping with bryan health's beliefs and standards of behavior regarding stewardship, no board member serving on bryan foundation's board is compensated for their services as a board member. Donations to bryan foundation are not used to pay for salary expenses. Compensation amounts reported in form 990, part vii, section a, are for services performed as employees of bryan health and bryan physician network and not for services performed as members of bryan foundation's board.”

“Change in Value Split Interest Agreements - -22329; Uncollectible pledges - -22401;”