Asbury Atlantic Inc.

“The corporation may have an executive committee as set forth herein. The chair of the board of directors shall serve as chaixecutive committee and may appoint two (2) additional directors to serve on the executive committee. The executive committee may act in place of the board when there is business of the corporation to be transacted between regular meetings and convening a special meeting was deemed by the chair to not be necessary or possible. The full board will be notified within fifteen (15) days of any actions of the executive committee. The executive committee will have no power to take action that is restricted by applicable law.”

“Asbury atlantic has one member. The sole member is asbury communities, inc.”

“Asbury communities, inc is the sole member of asbury atlantic and elects the governing body.”

“Only certain decisions of the governing body are subject to asbury community inc's approval. These decisions include: (1) management services relationships and contracts; (2) any organizational change in general, including mergers, sales, leases, etc, of substantially all of the assets and the creation of new entities; (3) amendments to mission or vision statements; (4) amendments to the articles of incorporation or bylaws; (5) approval of the budget of the corporation, both operating and capital; (6) authority and responsibility to approve any proposed project for the development of a new product and/or facility by the corporation; (7) authority to approve each incurrence of indebtedness of the corporation with a repayment term that is in excess of five (5) years and is secured by the assets of the corporation.”

“Asbury communities, inc., the sole member of asbury atlantic, inc., delegates review of the form 990 to its audit, finance, and investment committee (afic) which performed its review on 10/23/24. Additionally, the asbury communities, inc. And asbury atlantic, inc. Board of directors were forwarded a copy of the draft 990 for review and were provided a link to a recording of the afic meeting if members chose to listen to the meetings as they reviewed any of the form 990s. All directors may pose questions or ask for clarification from staff and the afic.”

“The asbury communities conflict of interest policy was approved by the board of directors. The compliance officer is responsible for the policy and oversees the implementation of the process. All the entities within the asbury communities system are subject to the policy. Annually, the compliance officer conducts a comprehensive conflict disclosure process covering all members of the governing boards, system-wide committees, and individuals in key management positions. Each person completes a conflict of interest disclosure form and is advised of their fiduciary obligations. The compliance officer, who has a direct reporting line to the chair of the governance and nominations committee and reports quarterly to the governance and nominations committee, analyzes all disclosure forms for potential conflicts, and prepares a report for the system-wide governance and nominations committee. A report was made to the board that there were no conflicts during 2023. When an actual or potential conflict of interest arises involving a board or committee member, the governance and nominations committee is informed and will follow specific protocol outlined in the conflict of interest policies and procedures.”

“On an annual basis, the compensation committee relies on staff feedback and the data and recommendations provided by an external compensation consultant to ascertain the reasonableness of compensation and benefits of all of the direct reports of the ceo and other potentially disqualified persons. In addition, the compensation committee reviews the organization's progress towards key performance indicators selected for incentivizing performance of disqualified persons through a performance based-compensation program. Quarterly, the compensation committee reviews updates to the overall benefits and compensation plan for the organization as well as progress on the organization's strategic goals. The compensation committee charter, the executive compensation philosophy, and the executive incentive plan were reviewed most recently in 2023.”

“The governing documents, conflict of interest policy, and audited financial statements are available upon request.”

“Asbury atlantic, inc., is the not-for-profit owner and operator of asbury methodist village (gaithersburg, md), asbury solomons (solomons, md); bethany village (mechanicsburg, pa), and springhill (erie, pa). Asbury atlantic is the legal entity responsible for providing services to the residents of these communities. Asbury communities, inc., a not-for-profit supporting organization of a system of senior living and health service providers, is the sole member of asbury atlantic. The asbury communities system of senior living and health service providers originated with asbury methodist village, which was originally established in 1926 as the methodist home for orphans and the aged. Although no longer formally affiliated with the united methodist church, asbury communities remains committed to the ethical principles and spirit of its historical roots. We carry those values forward in our mission and our guiding principle of doing all the good we can with integrity, transparency, and grace. The providers within asbury atlantic, are committed to fulfilling asbury's mission for those we serve and to be a valued partner in the regions where they operate. Each year, our leaders and associates work with service organizations, health providers and foundations that address the needs of the greater community. We accomplish this in three primary ways: -providing a benevolent care program for eligible residents who outlive their resources through no fault of their own (see below, 2023 benevolent care); -providing unreimbursed medical services above medicaid contracted payment rates for residents receiving services at asbury's skilled nursing centers (see below, 2023 unreimbursed services); and, -supporting and partnering with numerous charitable and community organizations and providing internship and professional development opportunities for a wide range educational institutions and aging services and health providers, (see section, community benefit). In addition, bethany village, which is part of asbury atlantic, and located in mechanicsburg, pa, is home to bethany towers, a hud affordable senior housing complex with 149 apartments, and in 2023, bethany village provided free access for tower residents to its fitness center, classes, and pool. Asbury foundation the asbury foundation, a not-for-profit organization, secures philanthropic gifts to support and enhance quality of life for older adults served by the asbury system, through benevolent care, new programs and services that promote residents' well-being, and scholarships for asbury associates. Asbury foundation has secured more than $500,000 in scholarships funds, with many of those dollars going toward career advancement in the nursing and healthcare fields. Section i: benevolent care - 2023 benevolent care is the payment by the organization of residents' fees, including monthly, and ancillary fees, and certain third-party expenses, for residents who have exhausted their assets and meet eligibility requirements for the program. Benevolent care is at the heart of asbury's guiding principle to do all the good we can with integrity, transparency, and grace. In 2023, more than $6.2 million in annual funds and unrestricted gifts were contributed to help meet immediate benevolent care needs for 88 community living residents: asbury methodist village $1,986,699 asbury place kingsport $54,360 asbury place maryville $32,945 asbury solomons $573,262 bethany village $719,300 normandie ridge $465,135 riverwoods $165,161 springhill $216,366 total $4,213,228 section ii: unreimbursed medical services unreimbursed medical services are the total cost and expenses incurred in the provision of care to residents of asbury's skilled nursing centers that exceed the reimbursement provided by certain payor sources, including medicaid (medical assistance). Asbury methodist village $3,786,537 asbury place kingsport $0.00 asbury place maryville $341,109 asbury solomons $581,797 bethany village $628,342 nor”

“Net unrealized gain on change in market value of derivative instruments -268,079. Change in beneficial interest in net assets of foundation 2,459,134. Transfer to acomm -647,250. Change in value of obligations under charitable gift annuities -33,424.”

“There has been no change in oversight process from the prior year.”