Physicians for Children

“Children's health system of texas is the sole member for physicians for children (pfc). Pfc's top management official is compensated by pfc. Other officers and key employees are employed and compensated by children's health system of texas (chst). Compensation for all pfc's officers is established by chst. The children's health process for determining compensation is as follows: 1. The human resources committee of the chst board is responsible for setting the compensation for executives, except the president and ceo which is set by the board of directors. The committee is comprised of independent, non-employee directors with no conflict of interest regarding executive compensation. A written compensation philosophy has been developed by the human resources committee for timeliness and appropriateness. The philosophy defined desired comparator groups for compensation surveys. The comparator groups are from domestic healthcare industry sectors only and do not include any non-healthcare organizations. 2. The compensation philosophy also defines target levels relative to the marketplace comparator groups for base pay, base pay plus incentive pay, and fringe benefits provided to children's executives. A third-party consultant, sullivan cotter, is engaged by the human resources committee and provides independent, expert consulting services in the area of executive compensation market surveying, pay and benefits program design, and administrative services. Salaries for children's executives (except for the president and ceo) are set by comparing the salaries paid for comparable positions in integrated systems academic medical centers and children's hospitals in similar size and scope of services to children's. 3. The salary for the president and ceo is set in reference to salaries paid for presidents and ceos of children's hospitals in similar size and scope of services to children's. The data is compiled by sullivan cotter and they develop and update annually salary ranges unique to each executive position. The human resources committee approves base pay for each executive (except the president and ceo, whose base pay is approved by the board of directors) aimed in the aggregate at approximately the middle of executive pay ranges. 4. For other officers and key employees, children's uses a combination of job evaluation and survey data to determine the market pay range.”

“Dr. Ernie Fernandez and Dr. Debra Burns - Business relationship”

“Children's Health System of Texas (CHST) is the sole member.”

“Directors are appointed by the sole member and approved by the current PFC Board of Directors.”

“Member reserve powers are specified in the organization's bylaws and represent those actions by the organization which require member approval. These powers generally encompass changes in the mission of the organization, addition of new members, certain dispositions of assets, amendments to the organization's Certificate of Formation and Bylaws, and appointment of directors.”

“Physicians for Children has delegated its oversight and review of the Form 990 to the Board of Directors of Children's Health System of Texas (CHST), its Sole Member. A draft of the Form 990 is presented to the CHST Audit Committee for review prior to filing. A copy of the Final Form 990 is made available to the CHST directors through our Board portal before it is filed.”

“Officers, directors, and key employees received a copy of the Statement of Interest form to execute. Disclosures made are reviewed by the CHST Executive Vice President, Chief Legal Officer and General Counsel and the Chief Compliance Officer and discussed as necessary at the appropriate Board meeting to determine if further action is needed.”

“Certificate of Formation and Consolidated Financial Statements are publicly available. The conflicts of interest policy is made available upon request.”

“Capital Support - CMCF - 843010;”