Hazelden Betty Ford Foundation

“The executive committee of the board of trustees has the authority to act on behalf of the board between the board's regular meetings, subject to the limitations of power listed below. The executive committee consists of the chair of the board, the immediate past chair, if still a member of the board, vice chairs of the board, president (ex-officio non-voting), secretary, treasurer, and the chair of each standing committee. Limitations of powers: the executive committee does not have the power to elect a trustee, to alter fundamental policies approved by the board, to make appropriations which are not in accordance with the general policies approved by the board, to modify, revoke or renew any contract previously entered into by the board or to change the person or persons specifically designated by the board to enter into or execute on behalf of the organization a particular contract, obligation, agreement or writing authorized by action of the board of trustees.”

“The organization amended their bylaws in 2024. A summary of the changes is as follows: - removed emeritus trustees - removed language around annual meeting requirements - removed need to be in person for meetings to enable compliance with virtual meetings - clarified that the president & ceo is not an elected office. - changed term for chairs from one-year to two-year. - allow for up to 2 vice chairs - removed references to company vice presidents - removed some articles that have not had relevance for some time - simplified narrative on conflict of interest policy”

“Hazelden betty ford foundation sent its form 990, with schedule b suppressed, via email to board members for review and questions prior to filing. It was also reviewed by the cfo and legal counsel prior to filing.”

“Hazelden betty ford foundation requires an annual disclosure of any potential conflict of interest by board members, officers and key employees. If a board member discloses a potential conflict, that person then excuses him or herself from voting on that particular issue. All new board members are provided conflict of interest education and periodic training throughout their term. All board members sign an annual conflict of interest disclosure form.”

“Hazelden betty ford has an established process for determining the compensation of the president and ceo, other officers and key employees. The hazelden betty ford foundation by-laws delegate responsibility for determining compensation for the president and ceo, other officers and key employees to the executive committee of the board of trustees. The executive committee approves, as necessary, the compensation philosophy for hazelden betty ford foundation. Hazelden betty ford has established a compensation process for executives that provides hazelden betty ford with a rebuttable presumption of reasonableness as defined under intermediate sanction regulations--excess benefit transactions, irs section 4958. Each year the board members complete a conflict of interest disclosure. The documents are reviewed by hazelden betty ford's general counsel and if a board member has a conflict of interest they are not involved in any compensation decisions. The executive committee in partnership with human resources, engages the use of an outside independent compensation consultant to identify comparable market data for comparable positions for the president and ceo and other disqualified individuals consistent with the approved compensation philosophy. Generally, the market analysis includes competitive data from published survey sources, and may be supplemented with compensation data from custom form 990 analyses. Where possible, competitive data is pulled from organizations similar in size, revenue and industry. The compensation consultant analyzes the pay packages of the president and ceo and other disqualified individuals by reviewing base salary, total cash compensation (salary plus annual incentive at both target and actual levels). In addition, the executive committee reviews the total compensation package of the president and ceo and other disqualified individuals. The total compensation package includes total direct compensation plus severance, employee benefits, perquisites and any other pay. Comparable market data are reviewed and discussed by the executive committee and minutes record those discussions and any resulting compensation decisions. A compensation review for the president and ceo was most recently done in august 2023. The compensation review for other officers and key employees was completed in august 2023.”

“Hazelden betty ford foundation makes its annual report available to the public via its website at www.hazeldenbettyford.org. The governing documents and conflict of interest policy are not available for public inspection.”

“Intercompany net assets released from restriction 112,800.”