Well-Spring Foundation

“The well-spring retirement community board of trustees elects all of the well-spring foundation directors.”

“The well-spring retirement community board of trustees elects all of the well-spring foundation directors.”

“Prior to filing the form 990 was reviewed in detail by the co-director of finance and co-cfo. A copy of the form 990 was provided to each board member and approved as presented. Board minutes document the discussion and approval.”

“The directors shall complete and return to the secretary an annual statement that each of them: a has received a copy of the conflict of interest policy; b has read and understands the policy; c agrees to comply with this policy; d understands that the policy applies to all committees; and e understands that the organization is a charitable organization and must continuously engage primarily in activities which accomplish one or more of its tax-exempt purposes.”

“Well-spring foundation has no employees. The process followed by well-spring retirement community related organization is as follows: it shall be the policy of well-spring retirement community to annually review the performance of the president and ceo unless circumstances demand more frequent review intervals. The board of trustees shall conduct the president ceos review; however the board of trustees may delegate this function to its compensation committee. Procedures for setting compensation: 1 a board of trustees compensation committee shall be appointed annually by the board chair. The committee shall be comprised of the current chair immediate past chair chair elect if any and 1-2 trustees at large. 2 the committee shall meet approximately thirty days prior to the end of the well-spring retirement communitys fiscal year. 3 prior to the meeting the president ceo shall provide comparable salary and benefit data through external sources such as the cemo salary and benefit report leading age nc wage survey public record irs form 990s and independent surveys. 4 prior to the meeting the president ceo shall provide a statement of achievements compared to goals for the current year and a preliminary list of performance goals for the succeeding year. 5 at the meeting the president ceo shall inform the committee of proposed well-spring foundation 56-2217797 salary adjustments for senior management for the succeeding year. The president ceo may present comparable salary data for senior management at the committees discretion. 6 at the meeting and after presenting year-end results and succeeding year goals the committee may excuse the president ceo enter into executive session and discuss the president ceos performance and compensation. 7 at the conclusion of the meeting the board of trustees chair shall meet with the president ceo in order to review the committees assessment of performance and salary. Salary adjustments to the president ceos compensation shall be authorized by signature of the board chair or vice chair only. 8 at the first board of trustees meeting following the compensation committees meeting the board of trustees chair shall report the committees findings and the committees action regarding employment status recommendations and salary or benefit adjustments for the president ceo. Executive managers compensation philosophy objective: the compensation committee believes that the primary objectives of well-springs executive compensation policies should be: 1 to attract and retain talented executives by providing compensation that is overall highly competitive with the compensation provided to executives at companies of comparable position in the continuing care retirement community field while maintaining compensation within levels that are consistent with well-springs annual budget financial objectives operating performance and resident and staff satisfaction; and 2 to provide appropriate incentives for executives to work toward the well-spring foundation 56-2217797 achievement of well-springs annual financial performance and business goals based on well-springs annual budget. The compensation committee reviews executive compensation policies annually taking into consideration well-springs financial performance its annual budget its position in the industry and well-springs mission statement and core values. The compensation committee believes that in addition to corporate performance it is appropriate in setting and reviewing executive compensation to consider the level of experience and responsibilities of each executive officer as well as the personal contributions a particular individual may make to the success of well-spring retirement community inc. The process described here was last completed in 2024.”

“| Explanation:| WELL-SPRING FOUNDATIONS FINANCIAL STATEMENTS ARE CONSOLIDATED WITH THOSE OF WELL-SPRING RETIREMENT COMMUNITY. INCLUDED WITH THE AUDITED FINANCIAL STATEMENTS ARE SCHEDULES WHICH SHOW STAND-ALONE FIGURES FOR BOTH WELL-SPRING FOUNDATION AND WELL-SPRING RETIREMENT COMMUNITY. THE CONSOLIDATED FINANCIAL STATEMENTS ARE PART OF WELL-SPRINGS ANNUAL DISCLOSURE STATEMENT WHICH IS FILED WITH THE NC DEPARTMENT OF INSURANCE. THE NC DEPARTMENT OF INSURANCE POSTS ALL DISCLOSURE STATEMENTS ON THEIR WEB SITE. THE CONSOLIDATED FINANCIAL STATEMENTS ARE FILED ANNUALLY WITH THE SEC VIA WWW.DISCLOSUREUSA.ORG. ADDITIONALLY COPIES OF GOVERNING DOCUMENTS CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST.”

“Oversight and selection process is unchanged from prior year.”