Interact for Health

“The executive committee shall consist of the chair, vice chair, immediate past chair, if any, president & ceo, the chairs of each of the board's other standing committees and such other director(s) as the board may, from time to time, determine. The president and ceo shall be a voting member only if he or she is a director. The president & ceo may be excluded from meetings during discussions related to his or her employement. The executive committee shall set the compensation of the president & ceo and such other officers as it deems appropriate. During the intervals between meetings of the board of directors and subject to such direction as the board of directors may, from time to time, provide, the executive committee shall have and may exercise the powers of the board of directors in the management of the affairs of the corporation; provided, however, that the executive committee shall not have the power to fill vacancies among the directors. The acts of the executive committee shall be effective for all purposes as the act or authorization of the board of directors, and at each meeting of the board of directors the executive committee shall report upon any actions taken on behalf of the board of directors.”

“The form 990 was prepared by management and reviewed by an external accounting firm, clark schaefer hackett. Prior to filing, the form 990 was approved by the operations and audit committee, then received by the full board of directors.”

“On an annual basis, a copy of the conflict of interest policy is provided to each director and officer of the organization, along with a conflict of interest questionnaire. The questionnaire is completed and signed by each director and officer. A summary is then compiled and distributed to the board on an annual basis. A similar process is also conducted at the associate level on an annual basis. Conflicts of interest are disclosed in the processing of all grants and transactions. Directors, officers and associates with conflicts of interest are excluded from the decision making process. Board members are required to disclose conflicts of interest at the beginning of all board and committee meetings.”

“Line 15a: the 2018 compensation for the organization's president & chief executive officer ("president") was established in late 2017 by the independent members of the organization's executive committee. The executive committee retained an independent compensation consultant to advise it concerning the reasonableness and effectiveness of the president's total compensation. The independent compensation consultant met with the executive committee when it established the president's compensation. The president was not present when the executive committee discussed and established his compensation. In establishing the president's compensation, factors reviewed by the executive committee included: (i) a board evaluation of the president's individual performance; (ii) the performance of the organization; (iii) the president's length of service, creditials and experience; (iv) the elements of the president's total compensation and his salary history; (v) the organization's compensation targets and raise pool; and (vi) comparability data, including recommendations prepared by and reviewed with the executive committee by the independent compensation consultant. After considering these factors, the committee established the president's 2018 compensation. In acting to establish the president's compensation, the executive committee determined the president's total compensation to be reasonable and in the organization's best interest and for its benefit. At the next meeting of the organization's full board, the executive committee reported, in an executive session that did not include the president, the compensation of the president and the basis for the executive committee's compensation decisions. The executive committee contemporaneously documented in minutes its deliberations concerning the president's compensation. Line 15b: the 2018 compensation for the organization's vp, strategy & policy & secretary; vp, research & evaluation; vp, finance & investments & treasurer was established in late 2017 by the president & ceo with approval of independent members of the parent organization's executive committee. The executive committee retained an independent compensation consultant to advise it concerning the reasonableness and effectiveness of each officer's total compensation. The independent compensation consultant met with the executive committee when it established the officer's compensation. The officers were not present when the executive committee discussed and established their compensation. In establishing an officer's compensation, factors reviewed by the executive committee included: (i) a review of the officer's individual performance by the president & ceo; (ii) the performance of the parent organization; (iii) the officer's length of service, credentials and experience; (iv) compensation recommendations by the president & ceo; (v) the elements of each officer's total compensation and a salary history; (vi) the parent organization's compensation targets and raise pool; (vii) comparability data, including recommendations prepared by and reviewed with the executive committee by the independent compensation consultant. (the parent organization's president & ceo is independent of the officers.) after considering these factors, the committee established each officer's 2018 compensation. In acting to establish each officer's compensation, the executive committee determined the officer's total compensation to be reasonable and in the organization's best interest and for its benefit. At the next meeting of the organization's full board, the executive committee reported, in an executive session that did not include the officers, the compensation of each officer and the basis for the executive committee's compensation decisions. The executive committee contemporaneously documented in minutes its deliberations concerning the officers' compensation.”

“The form 990 is available on the organizations's website (www.interactforhealth.org). The governance policies of interact for health and its subsidiary interact for change, which includes the conflict of interest policy, the policy for the submission of concerns and the code of ethics, are available on interact for health's website (www.interactforhealth.org). Financial statements and governing documents are made available upon request.”