Agrace Hospicecare Holdings Inc

“The organization relied on agrace hospicecare, a related tax-exempt organization, to determine the compensation of its other officers and key employees. Below is the process used by agrace hospicecare for determining compensation of theganization's top management official. Each year the organization gathers market data for determining compensation of the chief executive officer. This includes benchmarks of national, regional, and local compensation that are provided from independent compensation surveys. The vp, human resources presents this information to the executive committee of the board, along with pertinent 990 compensation reporting by similar sized non-profit hospices based on this information, the executive committee sets and approves the compensation package for the chief executive officer for the year and contemporaneously documents their approval in writing. This process occurs annually in february.”

“THE ORGANIZATION RELIED ON AGRACE HOSPICECARE, A RELATED TAX-EXEMPT ORGANIZATION, TO DETERMINE THE COMPENSATION OF ITS OTHER OFFICERS. BELOW IS THE PROCESS USED BY AGRACE HOSPICECARE FOR DETERMINING COMPENSATION OF THEGANIZATION'S OTHER OFFICERS. Every other year the organization gathers market data for compensation of the executive leadership team. This data includes benchmarks of national, regional, and local compensation that are provided from independent compensation surveys. Executive leadership pay is adjusted based on: 1) years of experience; 2) performance; and 3) market data for the 65th percentile of total compensation for the position. The VP, Human Resources presents the market data information to the executive committee of the board. Based on this information, the executive committee of the board approves the compensation package for the executive leadership team and documents their approval in writing. This process occurs biennially in February.”

“The Executive Committee is composed of 5 members of the board. The committee has the authority to review and establish the CEO contract, executive level compensation and supplemental retirement plans, assess board and officer composition, recruitment and performance, and update board policies and procedures.”

“Agrace Health, Inc. became the sole member of Agrace Hospicecare Holdings, Inc. effective November 1, 2024. Prior to this, Agrace Hospicecare, Inc. was the sole member.”

“Agrace Health, Inc., a related 501(c)(3) organization, is the sole member of Agrace Holdings and has the authority to appoint, remove, and replace any director on Agrace Holdings board. Agrace Health, Inc. also has the sole authority to amend the Holdings' bylaws and articles of incorporation. Agrace Health, Inc. has no other responsibilities or voting rights with respect to the operations of Agrace Holdings.”

“Pursuant to the bylaws of the organization, Agrace Health, Inc., the sole member of the organization, has the authority to, at any time, appoint and re-appoint Directors of the Corporation, fill vacancies on the board of directors, and remove any director of the corporation, with or without cause.”

“The Controller and CFO performed a detailed review of Form 990 and the related schedules prior to filing the return. This included verification of all amounts for accuracy and completeness. The form and schedules were also reviewed for content, presentation and reasonableness. The entire Form 990 is made available to the entire executive leadership team and an entity specific highlights summary is provided. The entire Form 990 is provided to the entire Board of Directors prior to filing and is accompanied by a 990 highlight summary. The audit committee reviewed the Form 990 and related schedules for reasonableness.”

“Directors, officers, community committee members, and key employees (interested persons) are required to annually review the organization's Code of Conduct, including the conflict-of-interest policy/statement. Interested persons are required to disclose potential or actual conflicts with the organization in writing via the annual questionnaire distributed electronically to each interested person. When a disclosure arises, the person shall promptly make disclosure of the interest to the governing board or committee. After disclosure and discussion, the interested person shall leave the governing board or committee meeting while the determination of a conflict of interest is further discussed and voted upon by the remaining disinterested governing board or committee members. Once an actual conflict of interest exists with respect to a particular contract, transaction, or arrangement the disinterested members of the board exercise due diligence to determine whether said contract, transaction or arrangement is reasonable. The conflict-of-interest questionnaires are reviewed by the Controller and Governance Manager. The Controller and Governance Manager determine whether a potential conflict exists based on the completed questionnaires submitted by each interested person. The result of that determination is reviewed with the CFO and CEO and approved by the Agrace Board.”

“These documents may be made available to the public upon receipt of a written request.”

“The organization shares employees with agrace hospicecare, inc. (ahi), a related tax-exempt organization. None of the employees spend the majority of their time working for the organization; therefore, no employees are reported on form 990, part v, line 2a. The organization does reimburse ahi for the time the shared employees spend working at the organization. This compensation expense is reported on form 990, part ix, line 11g.”