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 CHST process for determining executive compensation is as follows: The Human Resources Committee (Committee) of the CHST Board is responsible for setting the compensation for executives. The Committee is comprised of independent, non-employee directors. A written compensation philosophy has been developed by the Human Resources Committee for timeliness and appropriateness and defines the desired peer groups for compensation surveys. COMPENSATION PROGRAM COMPONENTS: The elements of total compensation provided to CHST executives include: - Cash compensation (i.e., base salary, short-term and long-term incentive compensation, and/or other cash compensation), determined in consideration of competitive market practices, organizational and individual performance, recruitment and retention considerations, and other relevant factors. - Standard benefits, assisting in each executive's medical, dental, disability, life insurance, time off, and retirement needs, reflective of the employment status (i.e., full or part time) of the executive. - Supplemental benefits, including supplemental insurance, retirement benefits, and/or other supplemental benefits determined by the Committee to be appropriate and reasonable in relation to marketplace practices. Compensation and benefits decisions are made in consideration of each executive's position, responsibilities, skills, effort, and performance, in relation to documented practices within the appropriate comparator group(s). PEER GROUP: The Committee has defined its primary peer group for executives as not-for-profit health care organizations similar in size, structure, and complexity. This group will include leading pediatric health systems as well as integrated health systems and academic medical centers. - Data will be compiled in a manner consistent with the IRS Intermediate Sanctions rules of federal tax law, to reflect what is "ordinarily paid to like executives by like enterprises under like circumstances." - In certain circumstances, market data from additional comparator groups (e.g., research institutions, insurance industry, and general industry companies) may also be referenced. - The specific nature of the role at CHST will be considered when adding comparator groups outside of the primary peer group, and the Committee will discuss and agree on the appropriateness of adding comparator groups whenever the specific nature of the CHST role requires additional comparator groups to be used.”

“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 Legal Department and the Chief Compliance Officer and discussed as necessary at the appropriate Committee and Board meetings to determine if further action is needed.”

“Certificate of Formation, Consolidated Financial Statements , and the conflict of interest policy is made available upon request.”