Shands Jacksonville Healthcare Inc

“The filing organization does not compensate the top management official of the organization; therefore, Line 15a has been answered "no" in accordance with the Form 990 instructions. The organization's top management official IS PAID BY THE Shands Jacksonville Medical Center, A RELATED ORGANIZATION, WHICH DETERMINED THE APPROPRIATE COMPENSATION DURING THE TAX YEAR. SJMC'S COMPENSATION COMMITTEE ENGAGES MERCER, AN INDEPENDENT FIRM ENGAGED IN THE DEVELOPMENT OF COMPENSATION SURVEYS ON EXECUTIVE PAY LEVELS ACROSS DIFFERENT INDUSTRIES, TO PROVIDE COMPETITIVE DATA AND GUIDANCE ON DETERMINING APPROPRIATE AND REASONABLE RANGES AND SALARIES. MERCER ANNUALLY REVIEWS ALL ASPECTS OF EXECUTIVE COMPENSATION-INCLUDING ALL ELEMENTS OF SUPPLEMENTAL BENEFITS- TO ENSURE THAT THEY ARE REASONABLE TOTAL REMUNERATION LEVELS. SJMC'S COMPENSATION COMMITTEE USES THE MERCER COMPARABILITY DATA TO REVIEW AND APPROVE COMPENSATION FOR MANY OF THE ORGANIZATION'S OFFICERS INCLUDING THE TOP MANAGEMENT OFFICIAL. The compensation committee, according to the bylaws, has the power and authority of the independent board to review and approve CEO compensation annually. THE REVIEW IS DONE ANNUALLY AND WAS LAST CONDUCTED IN Fiscal Year 2024. THE RELATED ORGANIZATION'S COMPENSATION COMMITTEE DOCUMENTS THE DECISIONS AND DETERMINATIONS IN COMMITTEE MINUTES.”

“The filing organization does not compensate the other officers of the organization; therefore, Line 15b has been answered "no" in accordance with the Form 990 instructions. THE ORGANIZATION'S OFFICERS ARE PAID BY A RELATED ORGANIZATION. THE RELATED ORGANIZATION'S COMPENSATION COMMITTEE ENGAGES MERCER, AN INDEPENDENT FIRM ENGAGED IN THE DEVELOPMENT OF COMPENSATION SURVEYS ON EXECUTIVE PAY LEVELS ACROSS DIFFERENT INDUSTRIES, TO PROVIDE COMPETITIVE DATA AND GUIDANCE ON DETERMINING APPROPRIATE AND REASONABLE RANGES AND SALARIES. MERCER ANNUALLY REVIEWS ALL ASPECTS OF EXECUTIVE COMPENSATION-INCLUDING ALL ELEMENTS OF SUPPLEMENTAL BENEFITS- TO ENSURE THAT THEY ARE REASONABLE TOTAL REMUNERATION LEVELS. THE RELATED ORGANIZATION'S COMPENSATION COMMITTEE USES THE MERCER COMPARABILITY DATA TO REVIEW AND APPROVE COMPENSATION FOR MANY OF THE ORGANIZATION'S OFFICERS. THE REVIEW IS DONE ANNUALLY AND WAS LAST CONDUCTED IN fiscal year 2024. THE RELATED ORGANIZATION'S COMPENSATION COMMITTEE DOCUMENTS THE DECISIONS AND DETERMINATIONS IN COMMITTEE MINUTES.”

“The Executive Committee shall consist of the following members: 1. The Chair of the Board. 2. The Vice President for Health Affairs of the University of Florida. 3. Dean of the College of Medicine of the Jacksonville Regional Campus, University of Florida. 4. The Chief Executive Officer of the Corporation. 5. Four directors who are not employees of the Corporation or of the University of Florida or any of its colleges, all of whom shall be appointed by the Chair of the Board. 6. One Category Two director (or two Category Two directors if the same person serves as the Chair of the Corporation and Vice President for Health Affairs of the University). The Executive Committee shall have the authority and responsibility to (i) make referrals of substantive issues to the appropriate Board committees and to coordinate the presentation of Committee findings and recommendations to the Board of Directors, (ii) make recommendations to the Board of Directors on matters of policy that are not being considered by other committees, (iii) advise the Board of Directors concerning affairs of the Corporation, and (iv) transact all business of the Board of Directors during the periods between meetings of the Board of Directors, except that it may not: 1. Elect or remove officers or remove directors; 2. Create or abolish any committees; 3. Amend the Articles of Incorporation of the Corporation or these Bylaws; 4. Modify in any respect or cause to be violated policies adopted by the Board of Directors; 5. Take any action that is required by law, or Article III, Section 3 of these Bylaws, to be taken by the full Board of Directors. The Executive Committee shall keep minutes of its meetings and shall inform the Board of Directors, at the next regularly scheduled Board meeting, of all of its actions.”

“Jon Debardeleben; Greg Miller; Patrick Green; Dean Cocchi - Business relationship”

“The sole Member of the Corporation shall be the University of Florida President or their designee. In addition, the Mayor of the City of Jacksonville Florida has the authority to appoint one member of the board of directors.”

“The University of Florida President or their designee is empowered appoint 3 to 5 Directors from the medical staff of Shands Jacksonville Medical Center, at least three of whom shall be from among the University of Florida College of Medicine - Jacksonville Faculty Group Practice. The University of Florida President or their designee is also empowered appoint 5 to 9 directors who are residents of the State of Florida, who are not a member of the faculty of the University of Florida Health Science Center, an employee of the University of Florida or an employee of Shands Jacksonville Healthcare, Inc. One director shall be appointed following nomination by the Mayor of the City of Jacksonville.”

“A complete copy of the Form 990 is provided to the Board of Directors, Chief Executive Officer, Secretary and Treasurer of the corporation before the return is filed.”

“The Corporate Compliance Department's Conflicts of Interest policy covers any director, officer, member of a board committee or key staff member who has a direct or indirect financial interest as defined by the policy. The individuals covered under the policy are required to disclose a conflict of interest or a potential conflict of interest when it arises. The Deliberative Body, as defined by the policy, reviews and monitors conflicts of interests annually and as they arise. Any individual who has a conflict of interest is prohibited from participating in the Deliberative Body's deliberations and decision in the transaction.”

“The conflict of interest policy, governing documents and financial statements are available upon request.”