Merrick Medical Center Foundation

“The persons listed in part vii, section a, have a business relationship with each other by virtue of the their employment by a bryan health entity.”

“The executive committee shall consist of the chairperson and vice-chairperson of the board, the secretary/ treasurer of the board, and president and chief executive officer of merrick medical center. The executive committee shall have and may exercise all of the authority and powers of the board. When the board is not in session, except that the executive committee shall not have the power: (a) to amend, alter or repeal the articles of incorporation or bylaws of the corporation; (b) to elect, appoint or remove any member of such committee or any trustee or officer of the corporation; (c) to adopt a plan of merger or adopt a plan of consolidation with another corporation; (d) to authorize the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the corporation; (e) to authorize the voluntary dissolution of the corporation or revoke proceedings therefor; (f) to adopt a plan for the distribution of the assets of the corporation, or: (g) to amend, alter or repeal any resolution of the board which by its terms provides that it shall not be amended, altered or repealed by such committee. The chairperson of the board, in consultation with the executive committee, shall annually review and evaluate the performance of the president/chief executive officer. The designation and appointment of an executive committee and the delegation thereto of authority shall not operate to relieve the board, or any individual trustee, of any responsibility imposed upon it or him/her by law.”

“As stated in the organization's articles of incorporation and bylaws, the sole corporate member of merrick medical center foundation is merrick medical center. Merrick medical center has the right under the organizing documents to: 1) approve significant decisions of the organization's governing body, 2) elect the members of the governing body, and 3) receive any remaining assests after dissolution of the organization.”

“Pursuant to the foundation's bylaws, the foundation's board members are appointed by the board of directors of merrick medical center.”

“Merrick medical center is the sole corporate member of merrick medical center foundation. Pursuant to the governing documents, the board of trustees of mmcf manage the affairs of the corporation; however, the board of trustees may not, without the prior approval of merrick medical center: (a) adopt any long-term capital or operational budget; (b) adopt any changes in any annual long-term budget or operational expense budget exceeding $250,000 in any single transaction or $500,000 in any one corporation fiscal year; (c) approve or implement amendments to its mission statement or to strategic plans; (d) amend the bylaws or articles of incorporation; (e) approve the transfer, sale or other disposition of capital assets in any single transaction of $250,000 or a total of $1,000,000 in any one corporation fiscal year; (f) organize or acquire, or authorize the organization or acquisition of any corporation, association, partnership, trust, shared service agreement, joint venture or other entity, directly or indirectly, where the capital expenditure or operating expenses by the corporation in connection with such organization or acquisition in any single transaction exceeds $500,000 or a total of $1,000,000 in any one corporation fiscal year; (g) approve any indebtedness involving a mortgage or lien of any kind or nature on assets of the corporation where the borrowing or indebtedness in any single transaction exceeds $250,000 or a total of $1,000,000 in any corporation fiscal year; (h) enter into any transaction that is limited, governed or prohibited by terms of debt instruments used to finance construction of a new hospital and clinic facility which the medical center has guaranteed; (i) select the auditor to perform the annual audit of the books and records of the corporations; (j) appoint trustees or the president of the corporation; or (k) take any other actions which may be inconsistent with the medical center's goals and objectives.”

“This 990 was prepared by bryan health's tax division. During the return preparation process, the tax division works diligently with other departments including human resources, finance, legal, and development to gather information to complete form 990 and attached schedules in an accurate and thorough manner. This 990 was reviewed by the chief executive officer, chief financial officer, and other key officers of bryan health. This 990 was also reviewed by an independent accounting firm. Bryan health's board of trustees has delegated the review of the form 990 to the board's audit committee. Each member of the audit committee has the opportunity to review a complete copy of this 990 prior to filing the form with the irs.”

“Merrick medical center foundation has adopted a written conflict of interest policy that is monitored and enforced by the governance committee of bryan health. Board members, officers and key employees are required to annually complete a conflict of interest and disclosure questionnaire to identify any family and business relationships and transactions, or other transactions that may pose a potential conflict. The questionnaire requires each covered person to sign a statement certifying that he/she: 1) has reported information that is correct and complete to the best of their knowledge, 2) has read the conflict-of-interest policy and understands the policy, and 3) agrees to comply with all requirements of the policy. Covered persons are also required to disclose real or potential conflicts at the time such conflicts arise. Persons who have not returned questionnaires are contacted additional times in an effort to receive complete and accurate responses from all persons. Failure to complete the questionniare can result in disciplinary actions. The questionnaires are reviewed in detail by the governance committee of bryan health. Conflicts are closely monitored by members of the governance committee. The conflict of interst policy has restrictions for any board member with a conflict of interest.”

“Merrick medical center foundation ("mmcf") did not pay salary expense during the tax year. Employees who directly support mmcf's mission are employees of bryan health. The process for reviewing and evaulating compensation for this organization's ceo and for all rural hospital ceos employed by bryan health is overseen by bryan health's human resources department. The process includes an annual assessment of ceo compensation including benchmarking salaries to several national salary surveys to determine that the compensation is consistent with the organization's charitable mission and reasonable compared with fair market value in the industry. Bryan health targets base salary for rural hospital ceos at the 50th percentile of the market. The last assessment was completed in may 2020. Bryan health's board of trustees believes compensation for the senior management team must reflect the complexities of leading and managing a multi-hospital health system that provides services throughout much of the state. Recognizing that its leaders are responsible for the quality of care, patient services and overall financial health of one of the largest private employers in lincon/lancaster county. Bryan health's board has established a compensation plan that matches this level of responsibility. This plan, known as the senior management compensation philosophy is reviewed at least annually by bryan health's compensation committee. This compensation philosophy targets base salary for senior managers at the 50th percentile of the market. The compenasation committee is appointed by bryan health's board of trustees and is made up of independent community leaders who all serve voluntarily, and who must adhere to a stringent conflict of interest policy. Executive compensation is determined and reviewed pursuant to guidelines outlined in the intermediate sanction rules under irc section 4958 including taking steps to meet the rebuttable presumption standard of reasonableness under treasury regulation section 53.4958-6. The compensation committee conducts a comprehensive annual review of all compensation provided by the organization to the senior management team. This review is conducted by the committee by utilizing national salary surveys, conducted by independent external firms. Compensation for senior managers is compared to compensation of senior managers at like institutions across the u.s. To determine that the value of compensation provided is reasonable and at fair market value. The compensation committee also works directly with an external independent compensation consultant to review the reasonableness of the total compensation provided to the senior management team, and to assure that the total compensation paid conforms to the overall compensation philosophy. The compensation consultant provides written opinions to the compensation committee that assesses the reasonableness of the total executive compensation paid to senior managers. The annual compensation review procedure was completed by the compensation committee on march 21, 2024. All decisions of the compensation committee are contemporaneously documented in the compensation committee minutes which are timely reviewed and approved by the committee. Employed physician compensation is under the purview of the bryan health compensation committee. The compensation committee has established a policy regarding physician compensation which assures that physician compensation meets fair market value and all other legal requirements. Physician compensation is benchmarked against several independent physician specialty - specific salary surveys and is regularly reviewed by the compensation committee.”

“The organization's articles of incorporation and amendments are available to the public on the nebraska secretary of state's website at www.sos.ne.gov. Also, this organization is included within the consolidated financial statements of bryan health that are made available to the public by posting of these documents through the municipal securities rulemaking board website at emma.msrb.org. The organization's other governing documents, conflict of interest policy and financial statements are generally not made available to the public. Federal tax laws do not require that governing documents, conflict of interest policies and financial statements be made available for public inspection.”