Froedtert South Inc.

“Each class a member of froedtert south, inc. Shall have the following rights to be executed only upon the mutual agreement of both class a members: - to initiate, adopt and approve and amend froedtert south, inc.'s governing documents; - to adopt, amend and approve the mission, vision, values, philosophy and objects of froedtert south, inc. - to approve the sale (whether by direct sale, lease, lease financing, pledge or otherwise) or other disposition of all or substantially all of the assets of froedtert south, inc. And any other controlled corporation, the purchase (whether by direct purchase, lease, lease financing or otherwise), sale or other disposition of property involving a material dollar amount, and any long-term borrowing (for a term of more than one year) by froedtert south, inc. Or any other controlled corporation involving a material dollar amount; - to approve the dissolution, merger, consolidation, affiliation or integration (or transaction of similar import) of froedtert south, inc. With or into any other person, or transfer of any membership interest by any class a member; - to approve the formation and governance of any new corporations, partnerships, or joint ventures (involving capitalization involving a material dollar amount) in which froedtert south, inc. Or any other controlled corporation has an interest through membership, voting stock or other equity participation.”

“Form 990 is reviewed by the organization's ceo, cfo and controller prior to filing with the internal revenue service.”

“Froedtert south's written conflict of interest policy for the board is reviewed annually by each board member, and any potential conflicts of interest are disclosed at that time. The written conflict of interest policy for employees is reviewed during orientation and periodically at organization meetings, and is incorporated into the performance standards of their annual evaluations. If a conflict arises, depending upon the nature of the financial interest and work done by the board, several actions may be considered: the board member with a financial interest would need to voluntarily excuse him or herself from the deliberations or voting on such a matter; or, if necessary, the board would determine that the subject's financial interest was an actual conflict of interest, in which case the board member would be informed by the board chairperson that he or she would not be allowed to vote in any such matters due to this real or perceived conflict of interest. Minutes of the board meeting would document this decision process, and reflect whatever action(s) are ultimately taken.”

“The compensation for the president, ceo and general counsel and the compensation for the vice presidents reporting directly to the president, ceo and general counsel are determined by the board executive committee which serves as the board compensation committee. The board compensation committee contracts with the healthcare compensation firm named the groves group, llc, and has utilized the president of the groves group, llc as the compensation consultant since 2005. The compensation consultant utilizes a methodology that evaluates internal and external equity after evaluating the responsibilities of each position and makes a recommendation to the board compensation committee. The board compensation committee has followed the detailed recommendations of the compensation consultant annually since 2005 and the compensation consultant has been retained through 2019.”

“These documents are made available upon request.”

“Richard schmidt jr: reportable compensation includes incentive compensation of $5,834,461, consisting of deferred compensation, funded over more than 35 years, and also included significant investment returns on the funded deferred compensation, which was paid out in fiscal year 2021 susan ventura: reportable compensation includes incentive compensation of $800,000, consisting of deferred compensation, funded over more than 35 years, and also included significant investment returns on the funded deferred compensation, which was paid out in fiscal year 2021 linda wohlgemuth: reportable compensation includes incentive compensation of $508,240, consisting of deferred compensation, funded over more than 35 years, and also included significant investment returns on the funded deferred compensation, which was paid out in fiscal year 2021”

“Change in minimum pension obligation -35,586,578. Periodic benefit cost 3,892,314.”