The Carle Foundation

“JAMES C. LEONARD, MD (OFFICER), MATTHEW KOLB, JD, MHA (OFFICER), NAPOLEON KNIGHT, MD, MBA (OFFICER) AND LAURENCE FALLON, JD (OFFICER) - Business relationship, JAMES C. LEONARD, MD (OFFICER), AJA LYSTILA, MD (BOARD MEMBER), MARK CZYS (BOARD VICE CHAIR), MICHAEL DEVOCELLE (BOARD MEMBER), PAUL TUCKER, PHD (BOARD CHAIR), AND URETZ OLIPHANT, MD (BOARD SECRETARY/TREASURER) - Business relationship, James C. Leonard, MD (Officer), Aja Lystila, MD (BOARD MEMBER), James Stevenson (BOARD MEMBER), Mark Czys (Board Vice Chair), Michael Devocelle (BOARD MEMBER), Paul Tucker, PhD (Board Chair), and Uretz Oliphant, MD (Board Secretary/Treasurer) - Business relationship, James C. Leonard, MD (Officer), Napoleon Knight, MD, MBA (Officer), and Maryjane Wurth (BOARD MEMBER) - Business relationship, James C. Leonard, MD (Officer) and Maryjane Wurth (BOARD MEMBER) - Business relationship, James C. Leonard, MD (Officer), Dennis Hesch (Officer), Lauren Schmid, MBA (Officer), and Aja Lystila, MD (BOARD MEMBER) - Business relationship, Mark Czys (Board Vice Chair), Michael Devocelle (BOARD MEMBER), Paul Tucker, PhD (Board Chair), and Ryan Porter, MD (BOARD MEMBER) - Business relationship, James C. Leonard, MD (Officer), Napoleon Knight, MD, MBA (Officer), Mark Czys (Board Vice Chair), and Paul Tucker, PhD (Board Chair) - Business relationship, Dennis Hesch (Officer), and Ryan Porter, MD (BOARD MEMBER) - Business relationship, Dennis Hesch (Officer), Matthew Kolb, JD, MHA (Officer), and Nicholas Crompton (Key Employee) - Business relationship, Debbie Simon (Board Member), Dennis Triggs, JD (Board Member), and James Stevenson (Board Member) - Business relationship”

“The carle foundation has one (1) class of members. The number of members shall be as determined from time to time by the board of trustees.”

“Each member shall be elected by the board of trustees for a term of three (3) years and shall hold office until his or her successor is duly elected and qualified or until his or her death, resignation or removal, whichever comes first. No licensed physician, licensed dentist or other licensed health care professional shall be elected as a member if such election would result in members who are licensed physicians, licensed dentists, or other licensed health care professionals comprising a majority of the members of the corporation. The annual meeting of the members is held for the purpose of electing trustees. The members shall elect the trustees of the corporation by voting upon the slate of nominees presented to them at the annual meeting (or any adjournment thereof) by a representative of either the nominating committee of the board of trustees or the board of trustees. The nominating committee shall have the sole and exclusive power to nominate individuals to serve as trustees, except as provided in article v, section 4 of the organization's bylaws. Each member shall have one vote with respect to the slate of nominees presented for election as trustees. If the election of trustees shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the board of trustees shall cause the election to be held at a special meeting of the members as soon thereafter as such meeting may conveniently be held.”

“The Board of Trustees shall recommend revisions to these Bylaws to the members of the corporation for approval. These Bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority of the members of the corporation, provided that at least twenty (20) days' written notice is given of intention to alter, amend or repeal these Bylaws or to adopt new bylaws at any regular or special meeting of the members at which such action is to occur.”

“Form 990 was prepared by staff and an external tax advisor and reviewed by management. Prior to filing this form 990, a full and complete copy was provided to the governing body by posting to the organization's director communication portal. Also, before filing, each board member received notification that the form 990 was posted and available for review at his/her discretion. Each board member has the opportunity to contact management or discuss and address concerns at subsequent board meetings.”

“The organization's established conflict of interest policies require annual disclosure of actual and potential conflicts of interest for officers, directors, members of the governing board, members of board committees, administrative and managerial employees as well as all employees of the purchasing department. If circumstances change during the course of a year, interim disclosure is also required of the same individuals. The disclosures of employees are reviewed initially by the compliance department and any identified conflicts are referred to and addressed by the organization's internal legal counsel and/or corporate integrity officer. The disclosures of members of the governing board and members of the board committees are reviewed by the chair of the board. The entire board, absent the subject board or committee member determines whether a conflict exists. Board members and/or board committee members with identified conflicts are required to recuse themselves from deliberating and voting on matters that may present a conflict. The organization also maintains purchasing policies requiring counter signatures to further minimize the risk associated with actual and/or potential conflicts of interest.”

“The governing board of the carle foundation, through its compensation committee comprised of independent members free of conflict, annually reviews executive compensation levels and establishes appropriate salary ranges and other features of the compensation plan in accordance with the organization's approved compensation philosophy and strategy: -the committee is comprised of members of the governing board; who are independent of the carle foundation management; have no personal interest in the compensation arrangements; are not related to, or under the control of any individual whose compensation arrangement is being reviewed; and have no material business relationship with the carle foundation. -the chief executive officer's compensation is determined by the compensation committee in relation to appropriate comparability data. -the committee approves all annual compensation decisions in advance of their implementation and documents its determinations and discussions. -the compensation committee relies upon a number of external resources and comparisons, and its analysis includes total compensation (cash compensation plus benefits provided by the carle foundation) in relation to organizational performance and prevailing industry practices for like responsibilities at comparably sized organizations. The committee has engaged the services of a compensation consulting firm specializing in the not-for-profit sector, which has worked with the carle foundation and makes its reports directly available to the compensation committee.”

“Compensation for other members of the executive staff is developed by the ceo, evaluated against market data, and reviewed and approved by the compensation committee.”

“THE CARLE FOUNDATION PUBLISHES THROUGH WWW.DACBOND.COM AND https://emma.msrb.org/ ITS QUARTERLY UNAUDITED FINANCIAL STATEMENTS, ANNUAL AUDITED FINANCIAL STATEMENTS, A MANAGEMENT'S DISCUSSION & ANALYSIS TO ACCOMPANY THE FINANCIAL STATEMENTS, AND AN ANNUAL REPORT OF CERTAIN OPERATING AND FINANCIAL INFORMATION. ADDITIONALLY, OFFICIAL STATEMENTS FOR OUTSTANDING MUNICIPAL BOND ISSUES FOR WHICH THE CARLE FOUNDATION IS OBLIGATED ARE AVAILABLE AT THESE WEBSITES. THESE DOCUMENTS INCLUDE EXTENSIVE INFORMATION ABOUT THE ORGANIZATION'S HEALTH CARE DELIVERY SYSTEM MODEL, RECENT HIGHLIGHTS/ACCOMPLISHMENTS, GOVERNANCE AND ADMINISTRATION, STRATEGIC PLAN, FACILITIES, CLINICAL PROGRAMS, MEDICAL STAFF, SERVICE AREA, COMPETITIVE ENVIRONMENT, DEMOGRAPHIC DATA, UTILIZATION STATISTICS, SUMMARY FINANCIAL INFORMATION, ACADEMIC AFFILIATIONS AND EDUCATIONAL PROGRAMS, MEDICAL RESEARCH, ACCREDITATIONS, AND ITS EMPLOYEES. THIS INFORMATION IS AVAILABLE AT NO CHARGE TO THOSE WHO REGISTER AT THE WWW.DACBOND.COM WEBSITE OR BY SEARCHING AT HTTPS://EMMA.MSRB.ORG/. IN ADDITION, THE FORM 990S OF THE ORGANIZATION'S FILING ENTITIES ARE AVAILABLE THROUGH DACBOND. QUARTERLY FINANCIAL STATEMENTS ARE ALSO AVAILABLE UPON REQUEST DELIVERED TO THE ORGANIZATION'S ADMINISTRATIVE OFFICES. THE ORGANIZATION'S GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICIES ARE ALSO AVAILABLE UPON REQUEST TO THE ORGANIZATION'S ADMINISTRATIVE OFFICES.”

“The average estimated hours per week listed for the reporting organization and related organizations are based on a standard 40 hour week. Members may frequently devote more than 40 hours of service to the entire organization during an average week.”

“REAL ESTATE TAX SETTLEMENT ADJUSTMENTS - Total Revenue: 5273077, Related or Exempt Function Revenue: 5273077, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ; ALL OTHER REVENUE - Total Revenue: 2204579, Related or Exempt Function Revenue: 2204579, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ;”

“External Contract Labor - Total Expense: 3999281, Program Service Expense: 2025113, Management and General Expenses: 1974168, Fundraising Expenses: ; Outsourced Linen - Total Expense: 702491, Program Service Expense: 616227, Management and General Expenses: 86264, Fundraising Expenses: ; Collection Fees - Total Expense: 3979416, Program Service Expense: 59550, Management and General Expenses: 3919866, Fundraising Expenses: ; External Printing Services - Total Expense: 310913, Program Service Expense: 91616, Management and General Expenses: 219297, Fundraising Expenses: ; Interpreters - Total Expense: 1206839, Program Service Expense: 1206839, Management and General Expenses: , Fundraising Expenses: ; Honorariums/IRB Fees - Total Expense: 39000, Program Service Expense: 3000, Management and General Expenses: 36000, Fundraising Expenses: ; Professional Expense Reimbursements - Total Expense: 430352, Program Service Expense: 74560, Management and General Expenses: 355792, Fundraising Expenses: ; Consulting Fees - Total Expense: 7443974, Program Service Expense: 2129536, Management and General Expenses: 5314438, Fundraising Expenses: ; Other Professional Fees - Total Expense: 17849966, Program Service Expense: 3196492, Management and General Expenses: 14653474, Fundraising Expenses: ; Other Purchased Services - Total Expense: 29878590, Program Service Expense: 11685400, Management and General Expenses: 18193190, Fundraising Expenses: ;”

“INTERCOMPANY RECEIVABLE/PAYABLE SETTLEMENTS - XXX-XX-XXXX; FMV ADJUSTMENT - -10457457; RECLASS OPENING BALANCE - -10904089; Total - XXX-XX-XXXX;”

“Form 990 part xii, questions 2a, b, c and part iv, question 12 the financial statements for the carle foundation were audited on a consolidated basis. The carle foundation has an audit committee consisting of members of the governing board and the chief financial officer who together assume responsibility for oversight of the review and audit of its financial statements and selection of an independent accountant or auditor.”