The Nemours Foundation

“Mr. Durden, Mr. Porter III, Mr. Lord, Mr. Thornton, Mr. Rogers, Mr. Kuntz and Ms. Kelly have a shared business relationship. These individuals serve as trustees of the Alfred I. duPont Charitable Trust, of which Nemours is the only charitable beneficiary and who are some of the members of Nemours. At the beginning of 2018, the Alfred I duPont Charitable Trust was granted charitable status as an IRC section 501(c)(3). Valerie Montgomery Rice, MD and Linda Norman, DSN have a shared business relationship. Linda Norman, DSN is a consultant for a nursing program at Morehouse School of Medicine where Valerie Montgomery Rice, MD is the President.”

“In 2021, the Nemours' Bylaws were amended. None of the amendments substantially alter Nemours' governance in relation to its charitable purpose to provide health care. The amendments clarify the process for nomination of individuals to fill the Chair of the Board of Director vacancies, the election process of the Chair of the Board of Directors, Vice Chair and the President and CEO, the number of individuals on the Board of Managers-Florida, and the approval process of any amendments to the Board of Managers bylaws.”

“The Nemours Foundation (Nemours) organizational documents include members who constitute a portion of the governing body. Specifically, the members are those individuals who also serve as trustees of the Alfred I. duPont Charitable Trust (the Trust). The Trust's primary purpose is to provide funding for Nemours' charitable activities in the communities it serves. As trustees of the Trust, these individuals are appointed as members of Nemours. The members have certain general oversight rights and some limited retained powers. The Board of Directors is made up of directors who are selected by the members of Nemours. The Board of Directors has full governance over the activities of Nemours.”

“See answer on Form 990, Part VI, Section A, Line 6.”

“See answer on Form 990, Part VI, Section A, Line 6.”

“Management distributed a draft of the 2021 Form 990 to the Finance, Audit and Compliance Committee prior to the scheduled board of directors meeting in October of 2022. During the course of the board of directors meeting, management presented an overview of Form 990 to the Finance, Audit and Compliance Committee and gave the committee members an opportunity to provide comments and ask questions with respect to the draft. Based on feedback provided from the committee members, management updated the draft Form 990. Upon finalization of the return, management provided a final copy of the return via e-mail to the board of directors.”

“The Nemours Foundation (Nemours) has established a conflict of interest policy which has been reviewed and approved by the board of directors. Nemours is committed to the belief that sound business practices start with an absolute commitment from each employee to act ethically in carrying out Nemours business, and to comply with the laws and regulations that impact its business, thus Nemours' employees must avoid participating in activities that create or appear to create a conflict of interest. Nemours has specifically identified the following areas in its policy to be potential conflicts of interest: financial interest, outside employment, paid faculty arrangements, consultant or research contracts, acceptance of gifts, gratuities, business courtesies, travel, lodging and entertainment, misuse of resources or assets, personal gain using undue influence, direct dealings with vendors, use of confidential information, and an individual's support of political causes. Nemours' policy requires certain individuals to disclose participation in activities or circumstances that may present a conflict of interest on an annual basis or if at any time such individual becomes aware of circumstances that may present a conflict of interest. These disclosures are reviewed by the Finance, Audit and Compliance Committee as necessary.”

“The Nemours Foundation's (Nemours) Board of Directors designated the Compensation Committee to serve as the board committee responsible for establishing compensation practices to assure that executive compensation is reasonable and does not violate the private inurement prohibition. The practices and processes are designed to provide market-competitive compensation, to enable the board to exercise good governance oversight, and to use a review and approval process that will qualify for the rebuttable presumption of reasonableness under the federal tax law rules. The Compensation Committee annually reviews, in consultation with an independent executive compensation consulting firm specializing in healthcare and the not-for-profit industry, independently sourced benchmark market data to establish the compensation of our officers, senior leadership and key employees and to align our compensation with the compensation practices of organizations similar to Nemours. The Board of Directors determined and approves the compensation for the CEO using the same IRS-approved rebuttable presumption process as the Compensation Committee. To indicate our alignment with the compensation practices of organizations similar to Nemours, our compensation philosophy across the board targets the market median for base salaries for all Nemours' Associates, including officers, senior leadership and key employees. Total cash compensation is also generally targeted to be at the median of Nemours' peers.”

“Generally, The Nemours Foundation (Nemours) does not make its governing documents or its conflict of interest policy available to the public. However, Nemours' articles of incorporation are publicly available through Florida's secretary of state website www.sunbiz.org . Additionally, Nemours' audited financial statements can be accessed through Digital Assurance Certification LLC, website www.dacbond.com.”

“Pension liability adjustment $35,556,038.”