Visiting Nurse Association Foundation

“Vna corporation conducted compensation reviews in 2023 using information from total compensation solutions. The firm's legal counsel, with the direction of the human resources committee and the executive committee, performed the review of the organization's president, the cfo, and cno (clinical director). Annual compensation is reviewed by the executive committee and legal counsel, with input by the board's human resources committee, in the off years. Other key employees' compensation is reviewed by the human resources committee and vna's human resource director on an annual basis. Following the acquisition, midland care connection inc (mcc), a related organization, uses compensation resources, such as the home care and hospice salary and benefits report and regional wage indexes to determine the executive compensation. Ceo compensation and salary increases are determined and approved by the executive committee of the board of directors within the confines of the approved budget.”

“Shawn Sullivan, Jeremy Wiltz, and Kevin Roberts - Business relationship”

“Vna corporation, a missouri public benefit corporation, is the sole member of the foundation.”

“Vna corporation, as sole member, has the power to change the number of directors, as provided in article iv, section 2; to appoint and elect the board of directors, as provided in article iv, section 4; and to remove directors, as provided in article iv, section 8.”

“Vna corporation, as sole member, has the power to amend the articles of incorporation; to approve or disapprove annual budgets adopted by the board; to establish from time to time levels of approval authority for the corporation; to elect or remove the board of directors; to approve in advance any proposed dissolution and/or liquidation of the corporation; and shall further have all such other rights and privileges of members of a public benefit corporation organized under r.s. Mo. Chapter 355.”

“The board of directors of the corporation retains ultimate responsibility for the preparation and filing of the corporations' annual informational return on irs form 990. The board will delegate the responsibility for preparation of the form to its accounting firm, but the board shall review the annual form 990 prior to filing. The cfo, under the direction of the compliance officer, will provide each member of the board with a copy of the annual form 990.”

“All staff and board members are required to sign a conflict of interest statement. In the event of a conflict to occur, the conflict would be reviewed by the risk management committee (comprised of the executive committee, ceo and senior management team) and a determination of action would be made. A board member that has a business relationship that creates a conflict of interest is prohibited from participating in the final discussions and decisions in the transaction.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“No board members received compensation for their duties as directors. Board of directors with compensation listed on part vii are employees of the filing organization or a related organization and their compensation reflects their duties in that capacity.”

“The foundation shall continue to seek contributions and bequests for such purposes. All funds received by the foundation shall be dedicated to home health and related services for the community and invested under guidelines established by the foundation for such purposes.”

“Vna corporation files a 1099 on behalf of the foundation.”

“TRANSFER TO AFFILIATE - -1958589; Total - -1958589;”