Carilion Clinic

“Carilion Clinic has an Executive Committee authorized to act when the Board is not in session. The Executive Committee has 9 members, made up of the Chair of the Board, the CEO, the Chairs of each of the 6 standing committees, and the Chair of the Board of Carilion Medical Center, which is the organization that holds the flagship hospital. The Executive Committee typically meets three (3) times a year, at times the full Board does not meet and can act on behalf of the Board, except it cannot elect directors or take certain extraordinary actions, such as a sale, merger, or dissolution of the corporation. Full board meetings are occasionally substituted for Executive Committee meetings.”

“Nancy Howell Agee, Abney Boxley and Elizabeth McClanahan - Business relationship, Nancy Howell Agee, Steven Arner, Jeanne Armentrout, Nicholas Conte, Donald Halliwill, Daniel Harrington, Jeri Lantz, J. Harrison Lapuasa, Rawle Seupaul, G. Robert Vaughan, Jr, and Julie Smith-Hamilton - Business relationship, NICK CONTE and TERRY AUSTIN - Business relationship, Nancy Howell Agee and William Farrell II - Business relationship, Abney Boxley and J. Alexander Boone - Business relationship”

“Certain management and related services for the organization are provided by the management and employees of Carilion Services, Inc., a related and supporting organization of the filing organization. Some or all of the compensation of the following individuals listed in Part VII, Section A was provided by Carilion Services Inc.: Nancy Howell Agee, Jeanne Armentrout, Steven Arner, Nicholas Conte, David Hagadorn, Donald Halliwill, Julie Smith-Hamilton, Daniel Harrington, J. Harrison Lapuasa, and G. Robert Vaughan, Jr.”

“The Board of Directors delegate to the CEO the authority to exercise the organization's membership rights in any entity where the organization is the sole member with respect to financial, contractual, or real estate matters, provided such actions are within the CEO's Board-approved signature authority. Actions taken under this delegation do not require prior Board approval or notice. The CEO is required to report such actions to the Board at least annually; however, failure to report does not affect the validity of the actions taken.”

“The Form 990 was prepared by Carilion's internal Tax Department with input from various Carilion departments as applicable, and reviewed by internal management. Prior to filing, all Board Members were notified via email that the final Form 990 was available for their access on the organization's Board portal and were provided contact information to reach out to for any questions.”

“Our organization monitors and reviews proposed and current transactions for conflicts of interest in a variety of ways. At the governing board level, we have board members complete an initial (upon appointment) and annual conflict of interest questionnaire to disclose actual or potential conflicts. Board members are required to update their disclosure as needed in between questionnaires. All disclosures are reviewed by the Compliance Office and as needed escalated to the appropriate leaders/board members for further discussion/review. If a disclosure is viewed as an actual or potential conflict, an action is recommended to the Compliance Committee of the Carilion Clinic Board and implemented as approved. Actions can include recusal in discussion/voting at board meetings, limitation/termination of the transaction, removal from board appointment or other appropriate controls. In addition, at any time, board members are encouraged to disclose any potential conflicts as they arise at a board meeting and to recuse themselves as deemed appropriate. The same process takes place as described above for key employees (upon hire and annually thereafter), including all officers, members of the management team, physicians/mid-level practitioners, pharmacists and key supply chain buyers. After review and further discussion as needed, action may be required to manage an actual conflict or to reduce the appearance of such as approved by the Compliance Office and other key management team members. As needed, the governing board leaders are notified of any conflicts which may impact board proceedings.”

“Executive compensation is reviewed annually by the Carilion Clinic Board of Directors Compensation Committee, which is made up of independent Board Members of Carilion Clinic who do not have a conflict of interest with any of the executives being reviewed. The Compensation Committee reviews the compensation of the Board of Governors annually, which includes the President and Chief Executive Officer, the Executive Vice Presidents (Chief Financial Officer, Chief Physician Executive, Chief Operating Officer, Chief Administrative Officer and Chief Legal Officer), and select Senior Vice Presidents who are the physician Chairs of the Clinical Departments. The Compensation Committee also annually reviews the compensation philosophy for all executive leaders in the health system, which includes Vice Presidents, Senior Vice Presidents including the organization's Treasurer, Executive Vice Presidents, and the CEO, as well as the compensation philosophy for employed physicians. This review included review of a comprehensive report from an independent, outside compensation consultant specializing in healthcare organizations for certain select positions and the prior year's report on all the reviewed positions. The reports reviewed by the Committee included a detailed comparison of total compensation and each element thereof, including base salary, bonus, 'at-risk other cash compensation, and benefits, including deferred and retirement benefits. Compensation was compared to both a national and regional peer group of organizations similar in size and structure to the organization, which list was reviewed by the Compensation Committee. The Compensation Committee maintained minutes of its meetings, setting forth the deliberations and decisions of the Committee regarding the compensation of these executives. For officers who are not directly reviewed by the Compensation Committee, the independent external compensation consultant conducts the same analysis and shares the data/findings with the system EVP/COO. In the case of the interim Chief Medical Officer, compensation was reviewed with the CEO and clinical department Chairs. Certain assistant officers of the organization who are not compensated in their capacity as an officer but rather in their role as employee in a position not mentioned above are not subject to Committee or consultant review but are compared to market benchmarks by the Human Resources department.”

“See response to Line 15a.”

“The organization's governing documents, conflict of interest statement, and consolidated financial statements are released from time to time during the tax year upon request. The conflict of interest policy is included in our Code of Excellence which is available to the public on our website. The Articles of Incorporation are available from the Virginia State Corporation Commission. Limited financial information for the Carilion Clinic companies as a whole is available on the Carilion Clinic website.”

“Carilion Clinic is a not-for-profit health system headquartered in Roanoke, Virginia, serving a population of approximately 1 million Virginians and West Virginians. It is the parent company of all Carilion affiliates and drives the fulfillment of the organization's mission of improving the health of the communities it serves. The Carilion Clinic Board of Directors provides strategic direction to all of its wholly-owned subsidiaries, and it holds real estate and investment portfolios for the system. Carilion companies employ more than 800 physicians and 500 Advanced Practice Providers across 86 medical specialties at nearly 300 practice sites and seven hospitals (1,026 beds) across a 200-mile region in western Virginia. With nearly 15,000 employees, Carilion also is the largest private employer west of Richmond, Virginia. Committed to innovation and clinical excellence supported by education and research, Carilion delivers world-class care through a regional cancer center, the region's only Level I Trauma Center with a helicopter fleet and emergency ground support, ambulatory surgery centers, an inpatient physical rehabilitation program, urgent care facilities, retail pharmacies, and a home health and hospice agency. Its hospitals admitted more than 48,000 patients, delivered 4,013 babies, served 174,201 emergency visits, and provided 270,789 days of care. Additionally, Carilion is home to the region's only pediatric center of excellence, with an inpatient unit within Carilion Roanoke Memorial Hospital that includes a pediatric intensive care unit, Virginia's third largest neonatal ICU, trauma care and western Virginia's only pediatric Level I Trauma Center. Carilion Children's freestanding outpatient clinic houses more than a dozen pediatric sub-specialties. To meet the growing need for care in Southwest Virginia, in Summer 2025, Carilion opened a $500 million tower addition to Carilion Roanoke Memorial Hospital as part of a $1 billion investment in systemwide facility upgrades. The 12-story, 500,000-square-foot Crystal Spring Tower is home to the Carilion Clinic Cardiovascular Institute and a significantly expanded Emergency Department. The investment also included expansions at Carilion hospitals in Franklin County, Roanoke and Lexington as it seeks to improve access to care closer to home . In addition to providing medical care, Carilion is deeply invested in training for the current and next generations of medical professionals. The health system's Graduate Medical Education program trains more than 300 residents and fellows in 29 programs with nearly half of program graduates remaining in Southwest Virginia to care for patients in the region. Through partnerships with premier institutions like Virginia Tech and Radford University, Carilion also provides undergraduate medical education and training for physicians, nurses and a range of allied health professionals. The health system also provides community health screenings and education on chronic disease prevention and management, invests in an internal community health workforce, and partners with community organizations to identify and address health needs. To advance its mission to improve health regardless of patient ability to pay, Carilion provides extensive uncompensated care and community benefits. Stated at cost, the Carilion Clinic system together provided nearly $87 million in uncompensated care and other community support in fiscal year 2024. These accomplishments reflect Carilion Clinic's ongoing commitment to advancing health, expanding access to care, and serving our communities with excellence.”

“Management has evaluated their income tax positions under the guidance included in ASC 740. Based on their review, management has not identified any material uncertain tax positions to be recorded or disclosed in the financial statements.”

“1099s are issued on Carilion Clinic's behalf by Carilion Services, Inc., a related organization providing management and administrative services, including payment processing.”

“Other Purchased Services - Total Expense: 113562, Program Service Expense: 72517, Management and General Expenses: 41045, Fundraising Expenses: ; Housekeeping Service - Total Expense: 1808743, Program Service Expense: 1808743, Management and General Expenses: , Fundraising Expenses: ; Repairs and Maintenance - Total Expense: 2902635, Program Service Expense: 2902635, Management and General Expenses: , Fundraising Expenses: ;”

“TRANSFERS (TO)/FROM AFFILIATES - NET - -7643219; Unrelated Business Income - 2715006;”

“Investment assets are held in custody under the name of Carilion Clinic and allocated to related entities based on their ownership interest in the investment pool.”