Asbury Communities Inc.

“The executive committee will consist of the chair, vice chair, and president/ceo. The chair of the board of directors shall serve as chair of the executive 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 (1) elect or remove any member or officer of the board of directors, (2) amend the articles of incorporation or bylaws of the corporation, or (3) take such other action as restricted by applicable law.”

“In december 2024, the board approved amendments to the bylaws limited to article ix (committees). The "compensation committee" was retitled the "human capital and compensation committee." the revisions clarify that, in specific cases, the committee may approve actions aligned with the board approved compensation and benefits philosophy and structure, and they formalize the committee's role in reviewing materials from the board approved external compensation and benefits consulting firm and recommending the related philosophy, strategy, structure, and methodologies for board approval. No other substantive changes were made to the bylaws. In december 2024, asbury communities, inc. Amended its articles of incorporation (first article, paragraph (a)) to update the list of supported organizations. The amendment added asbury living, inc. And bethany development corp to the enumerated supported organizations and reaffirmed that future supported organizations must qualify as tax-exempt under section 501(c)(3) and described in section 509(a)(1) or (a)(2) of the internal revenue code. No other substantive changes were made to the articles.”

“Asbury communities, inc. Is the sole member of asbury foundation, inc., asbury atlantic, inc., asbury, inc., bethany development corporation, albright care services, asbury living, inc., and asbury communities hcbs, inc. Asbury communities, inc. Has a system-wide audit, finance, and investment committee (afic). The asbury communities, inc. Board of directors has delegated a review of the form 990 to the system afic which performed its review on 10/29/25. The asbury communities, asbury foundation, inc., asbury atlantic, inc., asbury, inc., bethany development corporation, albright care services, asbury living, inc., and asbury communities hcbs, inc. Board of directors were forwarded a copy of their respective draft form 990 for their review and 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 management positions. Each person completes a conflict of interest disclosure form and is advised of their fiduciary obligations. The compliance officer, who had 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 governance and nominations committee. A report was made to the board that there were no conflicts during 2024. 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 employer of choice strategic goals. Also on an annual basis, the compensation committee specifically reviews the compensation and benefits of the ceo using the data gathered by the compensation consultant at the direction of the committee and provides input to the full board of directors in order to support their decision making process regarding the ceo's compensation. The compensation committee charter, the executive compensation philosophy, and the executive incentive plan were reviewed most recently in 2024.”

“Governing documents and conflict of interest policy are available upon request. Audited financial statements are available for public viewing on our website (www.asbury.org).”

“The organization does not administer any w-2s. All w-2s are filed under the ein of affiliated associates, inc., a related party 501(c)(3) organization created to support the tax exempt functions of asbury communities and affiliates by administering payroll funds. The compensation of asbury communities' officers, highest compensated employees, and key employees as shown on the form 990, part vii, section a, not only relates to their responsibilities at asbury communities, inc. But also reflects their responsibility to provide executive management functions, as well as policy and overall guidance to its supported and related organizations. The compensation is paid by asbury communities for those associates directly allocated to asbury communities pursuant to an employee lease agreement. Asbury communities, inc., the supporting organization, alone had approximately 82 employees as of 12/31/2024. These employees are responsible for providing expertise and guidance to multiple supported organizations in the asbury system which serves more than 5,000 residents and clients and employs more than 2,100 employees. The 2024 consolidated audited financial statements for asbury communities, inc. Had total revenues in excess of $299 million and total assets in excess of $647 million.”

“Transfers to and from supported organizations -3,125,179. Loss on discontinued operations -5,115,151.”

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