Ingalls Development Foundation

“The university of chicago medical center (ucmc) is responsible for determining and administering compensation for all officers of each respective entity within the ucmc corporate structure. All compensation and benefit approvals are made (by the ucm chhd compensation committee, as explained below) as recommendations to the ucmc compensation committee and are subject to further review and approval by the ucmc compensation committee. Below is the process used to establish compensation for the top management official and senior executives. The ucm community health and hospital division, inc. (ucm chhd) compensation committee of the board of trustees (the committee) is responsible for oversight of the ingalls development foundation executive compensation decision-making process. Its review process is designed to satisfy the procedural criteria necessary to qualify for the rebuttable presumption of reasonableness (under intermediate sanctions regulations) with respect to the total compensation and benefits provided. The committee is comprised of independent members of the board of directors, all of whom are "disinterested" within the meaning of the intermediate sanctions regulations. It reviews and approves compensation and employee benefits provided to the organization's president and key executives by following its written executive compensation philosophy statement and written compensation review process, which includes seeking counsel from outside professional advisors and relying in advance on appropriate comparability data (for functionally similar positions at similarly situated healthcare organizations) provided by an independent third-party consultant. The committee reviews and approves all new compensation ranges, as well as current packages for newly hired executives, as needed, but at least annually. It prepares a timely and thorough written record of its deliberations and conclusions.”

“An independent compensation consultant reviews the reasonableness of proposed total direct compensation for each executive by performing a market comparison for each executive. The market comparison involves collecting survey data for functionally similar positions at similar healthcare organizations. Performance goals are normally established based on the budget/business plan approved by the board for the fiscal year. The outside consultant opines whether or not performance goals have been reached before a fiscal year end. Payments are presented to the compensation committee for review and approval. The compensation committee of the board of trustees prepares a timely and thorough written record of its deliberations and conclusions.”

“During fy2024, ucm community health & hospital division, the sole corporate member of ingalls development foundation, engaged michael antoniades, a consultant employed by the consulting firm alvarez & marsal, to serve as interim president of ingalls development foundation.”

“Pursuant to the organization's governing documents, the sole corporate member of the organization is ucm community health & hospital division inc. (uchhd), a related tax-exempt organization. Uchhd as the organization's sole corporate member has the right to participate in the organization's governance. The university of chicago medical center (ucmc) is the sole corporate member of ucm community health & hospital division, inc. The sole member of the ucmc is the university of chicago.”

“Ucm community health & hospital division, inc. Designates directors annually at the annual meeting or at such other times as may be determined by ucm community health & hospital division, inc.”

“Ucm community health & hospital division, inc. Shall retain the right to remove any director, other than the ex officio directors, with or without cause, at any time. Ucm community health & hospital division, inc. Must approve any modification or amendment to any mission statement, statement of goals or values, the articles of incorporation or the bylaws of the corporation; the sale, lease, exchange or disposition of all or substantially all of the assets of the corporation; and the merger, consolidation or dissolution of the corporation.”

“The Form 990 is prepared internally by the UCMC tax department using information provided by management and reviewed in detail by an independent accounting firm. At its regularly scheduled meeting, the compensation committee of the UCMC Board of Trustees is provided a draft copy of portions of the Form 990. The final complete version of the Form 990 is then distributed to all voting members of the Board of Trustees prior to its filing.”

“Pursuant to the organization's conflict of interest policy, all officers, directors, board members, and key employees must avoid situations in which their personal interests may conflict, or appear to conflict, with the interest of ingalls, and ingalls reviews its own relationships with other care providers, educational institutions, and payers to determine if potential conflicts exist. Board members and employees shall have the continuing affirmative duty to report to the president and chief executive officer (ceo) of ingalls any personal ownership of interest or other relationship that might affect their ability to exercise impartial, ethical business judgments in the area of their responsibilities. Per the organization's conflict of interest policy, board members and employees at management level will be required to complete a certification and disclosure form, on a schedule determined by the corporate compliance officer. Completion of this form is a requirement for all board members and managerial employees, and may be required of non-management employees as determined by the president and ceo and corporate compliance officer. Employees also have a duty to report conflicts or potential conflicts of interest of which they may be aware of involving other employees. Each situation reported shall be reviewed by the president and ceo, and ingall's corporate compliance officer, and a determination shall be made as to whether a conflict of interest exists or may arise from such situation. The decision of the president and ceo and corporate compliance officer regarding whether a conflict exists shall be final. Persons with a conflict are prohibited from participating in the governing body's resolution of such conflict. The organization further promotes knowledge and understanding of the conflict-of-interest policy in the employee handbook. Each employee is required to sign an acknowledgement of the handbook upon employment.”

“The ingalls development foundation's bylaws, conflict of interest policy, and financial statements are available to the public upon request.”

“Change in fmv of private foundations - 814720;”