The Methodist Hospital Foundation

“The bylaws were amended to update the following items: 1. The maximum number of board directors changed from 20 to 30 and the minimum number of board directors changed from 5 to 10. 2. The president and chief executive officer of the foundation was added as an ex-officio director with vote.”

“The sole corporate member is the methodist hospital, doing business as houston methodist hospital.”

“The corporate member of the organization (houston methodist hospital) appoints the board of directors.”

“The corporate member of the organization (houston methodist hospital) reserves the following powers: - to appoint and remove with or without cause the directors of the organization; - to approve the incurrence by the organization of any indebtedness and all guarantees of the debt of another party; - to approve the annual operating and capital budgets of the organization after they are prepared and approved by the organization's board of directors; - to approve the dissolution of the organization; - to approve the organization's participation in partnerships and joint ventures; - to approve the acquisition or disposition by the organization of real property from or to a non-corporation controlled organization through ownership, lease or otherwise; - to approve the disposition or acquisition by the organization of, or the investment by the organization in, another business or all or a portion of the business or operations of another business; - to establish, acquire or invest in any new or different business; and - to direct the organization in its actions as the corporate member or shareholder of other organizations, including but not limited to, approving amendments to the articles of incorporation and bylaws of such other organizations.”

“Management, including certain officers, works diligently to complete the form 990 and attached schedules (return) in a thorough manner. The return is reviewed by a paid preparer. Prior to filing the return, board members are provided a copy of the form 990 (including required schedules), and management team members are available to answer any board members' questions.”

“Individuals serving in a significant decision making capacity complete a conflict of interest (coi) questionnaire annually. A comprehensive evaluation and thorough review of disclosures is performed by a 6-member coi committee comprised of executives, management, and staff. The results of the coi disclosures are summarized and reported to the parent corporation, houston methodist hospital's board audit & compliance committee, including certain actions being taken to protect the integrity of houston methodist decision-making. In addition, certain disclosure results are also communicated to management and to affected committee chairs to promote transparency, protect decision-making integrity, and to ensure restrictions are imposed where appropriate. Conflicted individuals may not vote or exert self-serving influence on the disclosed matter.”

“All employees of the organization, including ceo, executive officers, and key employees, are compensated by houston methodist hospital, its sole corporate member. Houston methodist hospital follows irs regulations as it relates to establishing a rebuttable presumption of reasonableness related to total compensation of the ceo of this organization as well as other key employees and compensated officers of the organization listed below. It has established a process that includes the following elements: a separate committee (the board committee) comprised of independent directors meets at least annually to review, deliberate and make recommendations to the board as it relates to any changes in total compensation including base pay, bonus awards from incentive programs or benefits and perquisites of the ceo. For 2024, the board committee reviewed and recommended compensation packages for the following position: president & ceo. The board committee establishes that no member has any conflict of interest with regard to the executive compensation arrangements being approved. The board committee reviews and considers information provided by an external consultant engaged to ensure it has direct access to: - compensation information paid by comparable organizations, for functionally comparable positions. - compensation norms in the organization's immediate locale and from other independent compensation surveys by nationally recognized independent firms that represent the organization's logical peer group. - compensation information that includes information on base salary, incentives, benefits and perquisites for total compensation comparison purposes to ensure reasonable competitive ranking. The board committee relies on the comparability data to reach consensus that its recommendations to the board regarding executive compensation changes are reasonable and in line with the organization's overall total compensation philosophy for executive pay. The deliberations and decisions of the committee are contemporaneously substantiated. The compensation for positions held by the other compensated officers, directors and key employees listed on part vii, section a is determined based on a thorough review of numerous compensation studies conducted by nationally recognized, independent firms that provide market data for total compensation for similar positions. The compensation information considered includes information on base salary, incentives, and benefits for total compensation purposes to ensure reasonable competitive ranking in order to meet recruitment and retention objectives that secure the talent required to contribute to organizational success.”

“The governing documents (except for the articles of incorporation, which are on file with the secretary of the state of texas) and conflict of interest policy of the organization are not made available to the general public. Financial statements are made available to the general public upon written request.”

“Mission: this organization is part of the methodist hospital, doing business as houston methodist hospital, whose mission is: to provide high quality, cost-effective health care that delivers the best value to the people we serve in a spiritual environment of caring in association with internationally recognized teaching and research.”