Springpoint Senior Living Inc- Parent

“The president of the corporation shall serve as ex officio trustee with the same rights as other trustees, including the right to vote. Notwithstanding the foregoing, the president shall not serve as a member of the compensation committee and shall not have a right to vote on personnel compensation matters or such other matters arising from the compensation committee. The president, in his role as a member of the governance committee, shall abstain from voting on recommendations to the board concerning the nomination of qualified persons to stand for election or re-election as trustees or to fill vacancies on the board. The executive committee shall be responsible for making decisions required on the immediate needs of the corporation, except for the following actions which are prohibited by n.j.s.a. 15a:6-9: (i) to make, alter or repeal any bylaw of the corporation; (ii) to elect or appoint any trustee, or remove any trustee; or (iii) to amend or repeal any resolution previously adopted by the board.”

“The organization is the parent of a tax-exempt group of organizations that provide continuing care retirement community services and affordable housing. The form 990 was provided to the members of the organization's full governing body, its board of trustees, for its review and approval prior to filing with the internal revenue service ("irs"). The audit committee of the organization holds a meeting and performs a review of the form 990 prior to the provision of the form to the organization's board of trustees. The organization's board of trustees has delegated to its audit committee the responsibility to oversee, review and approve of the federal form 990, including the preparation, review and filing process. As part of the tax return preparation process, the organization hired a professional cpa firm with experience and expertise in both healthcare and not-for-profit tax return preparation to prepare the federal form 990. The cpa firm's tax professionals work closely with the organization's finance personnel and various other individuals of the organization to obtain the information needed to prepare a complete and accurate tax return. The cpa firm prepares a draft federal form 990 and furnishes it to the organization's finance personnel and other individuals for their review. The organization's finance personnel and other individuals review the draft federal form 990 and discuss questions and comments with the cpa firm. Revisions are made to the draft federal form 990 where necessary and a final draft is furnished by the cpa firm to the organization's finance personnel and various other individuals for final review and approval prior to presentation of the federal form 990 to the members of the springpoint senior living, inc. Audit committee and thereafter the provision to its full board of trustees. Once all review is complete, the form 990 is filed with the internal revenue service.”

“The organization is the parent of a tax-exempt group of organizations that provide continuing care retirement community services and affordable housing. The organization regularly monitors and enforces compliance with its conflict of interest policy. Annually all members of the board of trustees, officers and senior management personnel are required to review the existing conflict of interest policy and complete a questionnaire. The completed questionnaires are returned to the organization's general counsel for review. Thereafter the organization's general counsel prepares a summary of the completed questionnaires which contains information disclosed on an individual by individual basis and presents this summary to the organization's governance committee for its review and discussion. Family and business relationships are expressly mentioned in the conflict of interest policy as being sources of potential conflicts. Trransactions with parties with whom a conflicting interest exists may be undertaken only if all of the following are observed: 1. The conflicting interest is fully disclosed; 2. The person with the conflict of interest is excluded from the discussion and approval of such transactions; 3 a competitive bid or comparable valuation exists, and 4. The senior management team and/or board of trustees, as appropriate, has determined that the transaction is in the best interest of the corporation.”

“The organization's board of trustees has an executive compensation committee ("committee"). The committee has adopted a written executive compensation philosophy which it follows when it reviews and approves of the compensation and benefits of the organization's senior management, including the president/chief executive officer, chief operating officer and chief financial officer. The committee reviews the "total compensation" of the individuals which is intended to include both current and deferred compensation and all employee benefits, both qualified and non-qualified. The committee's review is completed and documented on at least an annual basis and ensures that the "total compensation" of senior management of the organization is reasonable. The actions taken by the committee enable the organization to receive the rebuttable presumption of reasonableness for purposes of internal revenue code section 4958 with respect to the total compensation of certain members of the senior management team, including the president/chief executive officer, chief operating officer and chief financial officer. The three factors which must be satisfied to qualify for the rebuttable presumption of reasonableness are the following: 1. The compensation arrangement is approved in advance by an "authorized body" of the applicable tax-exempt organization which is composed entirely of individuals who do not have a "conflict of interest" with respect to the compensation arrangement; 2. The authorized body obtained and relied upon "appropriate data as to comparability" prior to making its determination; and 3. The authorized body "adequately documented the basis for its determination" concurrently with making that determination. The committee is comprised of members of the board of trustees each of whom is independent and free from any conflicts of interest. The committee relied upon appropriate comparable data; specifically the committee obtained a written compensation study from an independent firm which specializes in the reviewing of retirement housing and senior living healthcare services executive compensation and benefits throughout the united states. This study used comparable geographic and demographic market data including but not limited to similar sized organizations, number of continuing care retirement communities and residential facility revenue. The committee adequately documented its basis for its determination through the timely preparation of written minutes of the compensation committee meetings during which executive compensation and benefits were reviewed and subsequently approved.”

“The organization's governing documents, conflict of interest policy, and financial statements are available upon request.”

“Background springpoint is a nationally recognized nonprofit provider of senior housing and care, founded in 1916. We are a collection of eight life plan communities, one skilled nursing community, one assisted living community, and 19 affordable housing communities located throughout new jersey and delaware. Each has its own unique flavor and flair. We offer homecare and care management services through springpoint at home and additional security through springpoint choice, a continuing care at home program, which helps people age in place in their home. Through our springpoint foundation, we encourage charitable giving to support programs that make a meaningful difference in the lives of seniors. Ultimately, the goal of all of our programs and services is to keep seniors connected and engaged in the community. Springpoint serves over 4,000 seniors and employs approximately 1,700 individuals. "residents-first" philosophy at springpoint, our "residents- first" philosophy guides us in promoting and expanding our mission of offering high-quality housing and services and an outstanding quality of life for every resident, everyday. Springpoint statement for community benefits springpoint senior living values springpoint is guided by the following values in furthering its charitable tax-exempt purposes: 1. Respect: we recognize the value and dignity of every person 2. Commitment: we are accountable to the greater community 3. Compassion: we seek to understand and empathize with others 4. Service: we strive to exceed expectations 5. Excellence: we strive for the highest quality in all that we do 6. Integrity: we are honest, responsible and ethical 7. Innovation: we aim to continously improve our services and organization mission to inspire our family with endless opportunities vision to be the premier provider, offering exceptional services and innovative programs that empower those we serve and those who serve them to experience the best that life has to offer. Diversity, equity & inclusion statement in support of our mission to inspire the springpoint family with endless opportunities, we are fully committed to embracing diversity, equity, and inclusion. To value and empower the lives we touch, springpoint fosters a culture that respects the unique qualities, life experiences, and wisdom of each individual. It is through this diverse and inclusive environment that we are more engaged, creative, collaborative and innovative so all members of our springpoint family can experience the best that life has to offer. Springpoint senior living communities full-service senior living springpoint full service senior living communities offer flexible accommodations designed to meet health and housing needs that can change over time. The full-service care continuum encompasses independent living, assisted living, memory and skilled nursing care. These communities also offer housekeeping, meals, and activities. Services offered by springpoint full-service senior living communities include: - restaurant-style and casual dining - access to health care - fitness and livwell centers with indoor swimming pool (except for the atrium at navesink harbor)) - salon - housekeeping services - concierge services full-service senior living community snapshot crestwood manor, whiting, nj crestwood located on a 40-acre campus in ocean county offers 257 one- and two-bedroom apartments, 32 expanded services program units, and access to skilled nursing care services. Meadow lakes, east windsor, nj meadow lakes located on a 103-acre campus in mercer county offers 243 independent living apartments, 15 cottages, 44 assisted living suites and offers access to long term care services. Monroe village, monroe township, nj monroe village located in a residential setting in middlesex county offers 255 independent living apartments and 28 assisted living suites. Stonebridge at montgomery, skillman, nj stonebridge located on 40 acres in somerset county offers 184 independent”

“Community service and volunteering: in an effort to enrich the larger community, the springpoint foundation acts as a convener and coordinator of community service and volunteer programs. Working with individuals and organizations, the foundation creates and identifies volunteer opportunities that benefit people and communities in need. To enhance focus on outreach to communities outside of our springpoint sites each springpoint community has a springpoint colleague focused on social accountability programming to promote opportunities for outreach to assist nonprofits and clubs by offering meeting space and participation in activities such as veterans, girls on the run, and the longest day alzheimer's walk. Workforce development and internships: our tomorrow's leaders program is designed to create and inspire the next generation of leaders and innovators in senior care. It is supported through sponsorship of interns by individuals, corporations, and springpoint vendors. Interns gain hands-on experience and first-hand knowledge of the latest policies and practices that affect the needs of aging adults. We are proud that many of our interns continue on to a career in the field of senior care. Conclusion springpoint is a nonprofit leader in high-quality senior housing and care. Springpoint offers diverse retirement lifestyle options as well as a range of innovative services and programming that enhance the lives of those we serve each day. Our choices include full-service senior living, skilled nursing, affordable housing, home care, care management services and continuing care at home. Because springpoint is a nonprofit organization, residents and their families are always our first priority. Our compassionate, professional staff ensures that those we serve enjoy the best quality of life each day while maintaining the highest possible level of independence.”

“Net change in fair value of derivative instruments 182,228.”