Wake Forest University

“Winston-Salem is a relatively small city, and some of the officers, key employees, and trustees of the filing organization (the "specified group") have routine business dealings with each other. These include the following: some trustees are members or employees of law firms that provide legal services to some of the specified group or to businesses owned or operated by members of the specified group and to the filing organization; and some members of the specified group have banking relationships with banks in which trustees are executives; members of the specified group may also have common investments. Two of the filing organization's trustees, Gerald Roach and John Vann had a business relationship. As noted in the response to Part VI, Question 12, however, the filing organization has a written conflict of interest policy designed to ensure that none of these transactions adversely affects the filing organization. Interested party transactions with the filing organization that meet the required thresholds, if any, are disclosed on Schedule L.”

“The primary significant changes made to the governing documents of the filing organization during the tax period were those that incorporated modifications envisioned by an Amended and Restated Medical Center Integration Agreement ("MCIA") and several related Integration Agreements comprising a health system integration transaction among the filing organization (Wake Forest University, or "WFU"), Wake Forest University Health Sciences ("WFUHS", a wholly-controlled subsidiary of the filing organization), Wake Forest University Baptist Medical Center (the "Medical Center"), North Carolina Baptist Hospital, and the Charlotte-Mecklenburg Hospital Authority ("CMHA," a North Carolina hospital authority that operates a multi-state integrated healthcare system in the southeastern United States), WFUBMC and CMHA became participants in a single, integrated healthcare delivery and academic system (the "Enterprise") managed and overseen by Atrium Health, Inc. ("Atrium"), a new joint operating company without members whose 16-person board of directors (the "Atrium Board") is comprised initially of 13 CMHA designees and three designees designated by WFUBMC. The transaction, and the below-described changes to the filing organization's governing documents, were effective on October 9, 2020. Changes to Bylaws The bylaws of the filing organization were modified to incorporate the provisions reflected in the several documents comprising the health system integration transaction, as follows: A bylaws subsection entitled "Health Affairs Committee" was revised to reflect that Committee's responsibility to now include in its annual report to the full WFU Board, relevant information on the status and performance of Atrium Health, Inc., and deleted its obligation to recommend approval of the annual budget for the activities of the Medical School. A bylaws subsection was revised to state that the WFU officer position of Executive Vice President for Health Affairs is held by the person (currently Dr. Julie Freischlag) who concurrently holds the appointments of WFUBMC CEO and CAO (Chief Academic Officer). Appendix B to the Bylaws entitled "Policy for the Operation of the Wake Forest University School of Medicine" was revised to reflect (i) Atrium's (and CMHA's) addition as parties to all or some of the MCIA and Related Agreements (as defined in the MCIA); (ii) the new role of the CAO in participating in the appointment process for the Medical School Dean; and (iii) the MCIA-mandated changes in the Medical Center budget approval process (Atrium being empowered to approve the annual Medical Center operating and capital budgets developed and proposed by the Medical Center). Changes to WFU Policy Resolutions in Implementation of the Bylaws The WFU Policy Resolutions, which include in several places provisions relating to WFUHS and WFUBMC, were likewise amended; significant changes were (in addition to a provision regarding the EVP for Health Affairs identical to that noted in the bylaws changes above) those that reflect additional detail on the new WFUBMC CAO position and that person's report to the WFU President with respect to the academic mission. The filing organization's Bylaws and Policy Resolutions were further amended on June 24, 2021 to reflect the addition, in the listing of the several Schools comprising the University, the "School of Professional Studies," which School was established by Board action on April 23, 2021, joining the University's existing six schools.”

“Line 11b Explanation - The organization sends a draft of the Form 990 to its governing board (Board of Trustees) prior to its filing, allowing adequate time for follow-up questions and comments. The draft form is reviewed in detail with the Audit & Compliance Committee of the organization's Board of Trustees. The organization provides a complete copy of the finalized Form 990 to the entire Board of Trustees prior to filing the Form 990 with the IRS.”

“The organization requires officers and key employees to annually review the conflict of interest policy and determine and report any potential conflicts of interest. Any potential conflicts noted in the disclosure are reviewed for appropriate resolution. All members of the Board of Trustees are similarly required to determine and report annually, and as they arise, any potential conflicts of interest to the Secretary or to the Chair of the Board of Trustees. Conflict of interest management plans are prepared for all those officers, trustees, and key employees who are found to have conflicts. The conflict management plans are approved by appropriate individuals in accordance with the policy. University officers are asked to certify annually that trustees have not exercised inappropriate influence concerning matters within the conflict management plan. Officers and key employees are monitored by their supervisors and, for the President, by the Chair of the Board.The resolution of potential and actual conflicts is subject to the approval of the Chair of the Board and is reported to the Chair of the Audit & Compliance Committee of the Board of Trustees.”

“An external compensation consultant experienced in higher education compensation presents available total compensation comparability data for the positions for which compensation is being determined. Other sources of data are used as well to supplement this process. The data is reviewed by the Compensation Committee of the organization's governing board at its meetings; none of the members of that committee are employees of the organization. The Compensation Committee of the organization's governing board has been delegated the authority to review and approve compensation. Minutes of the deliberations of the committee are contemporaneously recorded. In the event that any member of the Compensation Committee has a conflict of interest, that committee member does not participate in the deliberation or approval process and their abstention from the process is reflected in the minutes. An external compensation consultant experienced in higher education compensation presents available total compensation comparability data for the positions for which compensation is being determined. Other sources of data are used as well to supplement this process. The data is reviewed by the Compensation Committee of the organization's governing board at its meetings; none of the members of that committee are employees of the organization. The Compensation Committee of the organization's governing board has been delegated the authority to review and approve compensation. Minutes of the deliberations of the committee are contemporaneously recorded. In the event that any member of the Compensation Committee has a conflict of interest, that committee member does not participate in the deliberation or approval process and their abstention from the process is reflected in the minutes.”

“The organization's Articles of Incorporation are available to the public on request and are available on the website of the North Carolina Secretary of State. The organization's bylaws are not published, but provisions from the bylaws are included as necessary in the organization's policies. The organization's conflicts of interest policy is available to the public on request. The organization's consolidated financial statements are made available to the public on the University's website.”

“Hours Allocated to This and Other Related and Affiliated Organizations: Nathan O. Hatch, Ph.D. Filing Organization: 29 hours Related Organizations: 11 hours J. Reid Morgan Filing Organization: 19.7 hours Related Organizations: 20.3 hours B. Hofler Milam Filing Organization: 37.5 hours Related Organizations: 2.5 hours Anita Conrad Filing Organization: 21 hours Related Organizations: 19 hours Dr. Julie A. Freischlag MD Filing Organization: 2 hours Related Organizations: 21.2 hours Affiliated Organizations: 16.8 hours Dr. John D. McConnell, MD Filing Organization: 0 hours Related Organizations: 40.0 hours”

“Julie A. Freischlag, M.D. All compensation provided to Julie A. Freishlag, M.D. was paid by a related organization, Wake Forest University Health Sciences (WFUHS) for her services as an officer of that related organization (and other related and unrelated organizations comprising the academic medical center of which the filing organization's Medical School is a part) and not for any of her services as an officer of the filing organization. Wake Forest University Baptist Medical Center (WFUBMC) is the organization that has been delegated authority to operate WFUHS and the North Carolina Baptist Hospital (NCBH), an unrelated but affiliated organization, nd all of the respective subsidiaries of each of WFUHS and NCBH. WFUBMC's three Members are the filing organization Wake Forest University (WFU), NCBH, and Atrium Health, Inc. Dr. Freischlag is the Executive Vice President of Health Affairs of the filing organization and is also the CEO of each of WFUBMC, WFUHS, and NCBH as well as Chief Academic Officer of the Medical Center and of the Atrium enterprise. Dr. Freischlag's remaining work hours are divided among those entities she serves, and their respective subsidiaries. NCBH is unrelated to the filing organization, thus the hours are not reported in Part VII. John D. McConnell MD All compensation provided to John D. McConnell, M.D. was paid by a related organization, Wake Forest University Health Sciences (WFUHS) for his services as a former officer and current employee of that related organization (and other related and unrelated organizations comprising the academic medical center of which the filing organization's Medical School is part) and not for any of his services as a former officer of the filing organization. Wake Forest University Baptist Medical Center (WFUBMC) is the organization that has been delegated authority to operated WFUHS and the North Carolina Baptist Hospital(NCBH), an unrelated but affiliated organization, and all of the respective subsidiaries of each of WFUHS and NCBH. WFUBMC's three Members are the filing organization Wake Forest University (WFU), NCBH, and Atrium Health, Inc; Dr. McConnell was the Executive Vice president of Health Affairs and CEO of each of WFUBMC, WFUHS, and NCBH through April 26, 2017.”