The Nemours Foundation

“Form 990, Part VI, Section A, Line 2 - Mr. Durden, Mr. Lord, Mr. Thornton, Mr. Rogers, Mr. Kuntz, Ms. Kelly and Mr. Riney 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.”

“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 2022 Form 990 to the members of the Finance, Audit and Compliance committee in early November, which gave the committee members the opportunity to provide comments and ask questions with respect to the draft. Based on any feedback from the committee members, management updated the draft Form 990 and distributed it to the full board membership. Upon finalization of the return, management made a final copy of the return available 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 People, Engagement and Compensation Committee (PECC) 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 PECC 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 officers, senior leadership and key employees and to align 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 PECC. To indicate alignment with the compensation practices of organizations similar to Nemours, the compensation philosophy targets the market median for executives, 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 $163,722,877.”