Theiss Research

“All of the organization's directors and officers were given the opportunity to review the prepared Form 990, including all required schedules, before it was filed with the Internal Revenue Service. In particular, the President and CEO reviewed it several times thoroughly while it was being prepared.”

“The organization regularly and consistently monitored and enforced compliance with its conflict-of-interest policy by following its practices for monitoring proposed and ongoing transactions for conflicts of interest and dealing_ with potential or actual conflicts of interest. Monitoring of transactions is accomplished by requiring the persons covered by the policy, who are directors, officers, and members of committees with governing-body-delegated powers, and key employees to disclose annually, if any, their interests and those of their family members that could give rise to conflicts of interest and also by reminding them, annually by requiring them to each sign an annual statement as well as at the time when proposed transactions are being considered, of their duty to disclose their interests regarding proposed transactions to the directors and members of committees with governing-body-delegated powers when they consider these proposed transactions. Dealing with conflicts of interest is accomplished by the governing body or a committee with governing-body-delegated powers, without the person present who has the conflict of interest. It determines whether a conflict of interest exists and if it does, the governing body or a committee with governing-body-delegated powers investigates alternatives to the proposed or ongoing transaction, determines whether any alternatives would be more advantageous, and if not, decides whether the proposed or ongoing transaction is in the organization's best interest, for its own benefit, and whether it is fair and reasonable.”

“The governing body held a special meeting in December 2023 to deliberate on and approve an appropriate compensation of the organization's CEO for 2024. The one director who is also the organization's CEO recused himself from the special meeting. The other directors, in their deliberations, selected another organization with a comparable mission and a position at that other organization that they consider comparable to the position of the organization's CEO. They determined from the pay scale for that position at the other organization, which lists gross pays based on years of experience, the appropriate gross pay of the organization's CEO for 2024. Their determination was corroborated by a compensation comparison study that they considered, which showed that the determined gross pay is consistent with that of other CEOs of comparable nonprofit organizations. They also reviewed the fringe benefits of the organization's CEO, deemed them reasonable, especially because the same fringe benefits are also offered to all other employees of the organization. They approved both the gross pay and the fringe benefits with the understanding that the cost of the fringe benefits might increase during 2024. The secretary of the organization was present at the special meeting and recorded minutes of it. The minutes were subsequently approved by the governing body. The only other officer of the organization did not receive compensation and the organization had no key employees. If the organization had had other officers or key employees who had received compensation, the process for determining the compensation would have been the same as that for determining the compensation of the CEO.”

“The organization made its governing documents, conflict-of-interest policy, and financial statements available to the public by providing copies upon request.”

“1) All individuals listed as having received compensation are employees of the organization, which is hereafter also referred to as the employer. The other compensation reported in Column (F) represent benefits. They include the employer contribution to the employee's account in the organization's 403(b) retirement plan. Paid leave earned in 2024, but not taken in 2024, could be considered deferred compensation and included, but because the organization maintains a bona fide paid leave plan, it is not considered deferred compensation and not included. The benefits also include the employer and employee contributions to the employee's coverage under the organization's health, dental, and vision insurance plan, the employee contributions to the employee's flexible spending accounts provided by the organization, and the employer contribution to the employee's coverage under the organization's workers' compensation insurance plan. The foregoing describes all benefits whose amounts comprise the total amount reported in Column (F), and no other benefits are included therein. Of all benefits that are optional and can be elected by employees, not all were elected by the listed employees. 2) The organization has chosen not to apply the $10,000-per-item exception to any item. 3) The compensation of Dr Jurgen Theiss, Director, President, and CEO, given by the sum of the amounts reported in Columns (D) and (F) is not identical to the expense reported on Form 990, Part IX, Line 5, Column (A). The difference exists because the compensation includes, but the expense does not include, the portion of the paid leave that he earned prior to 2024 and took in 2024, which is in the amount of $12,540, and the expense includes, but the compensation does not include, the portion of the paid leave that he earned in 2024 but did not take in 2024, which is in the amount of $16,081. The difference is therefore $12,540 - $16,081 = -$3,541.”

“The amount of $500,000 reported as savings and temporary cash investments at the beginning of the year was reclassified and reported as other assets at the end of the year on Line 15 because the amount represents certificates of deposit with maturities of 12 months.”

“Please see supplemental information to Form 990, Part X, Line 2 above.”

“The other changes in net assets in the amount of $495 represent the unobligated portion of a non-governmental grant that remained at the end of its period of performance in 2024 and was therefore refunded in 2024 to the organization that had awarded the grant in a prior year. This is also reported on Schedule D (Form 990), Part XII, Line 2d and explained on Schedule D (Form 990), Part III.”