Hackensack Meridian School of Medicine

“Part iii, line 1 - mission: the mission of hackensack meridian school of medicine ("hmsom") is to develop its students, residents, faculty, and healthcare environment to deliver the highest quality care for all, and to: embrace and model our professional roots of reverence for the human condition, empathy toward suffering, excellence in medical care, and humility in service; continue to serve and learn from the engagement of underrepresented minority populations among students, faculty, staff, and community; integrate lifelong learning and inquiry into their practice; work in communion with scholars and practitioners of other disciplines to integrate their perspectives, experiences, and tools; and understand that context, community, and behavior drive wellbeing.”

“Part iii, line 4 - effective january 1, 2023, hackensack meridian school of medicine (hmsom) changed its accounting period from fiscal year to calendar year. As a result, hmsom is filing its 2022 form 990 as a final return on its standalone entity, for the short period from july 1, 2022 to december 31, 2022. Beginning 2023, hmsoms new tax period start date will be january 1 and end date will be december 31. Additionally, hmsom will be joining its direct parent hackensack meridian health inc.s group exemption ruling and its activities will be consolidated into group form 990 return, under the parents central organization ein 01-0649794 and group exemption number 3827.”

“Hmsom is a new jersey nonprofit corporation with one member, hackensack meridian health, inc. ("hmh")a new jersey nonprofit corporation and charitable health care network described in section 501(c)(3) of the internal revenue code. Its website is http://www.hmsom.org”

“Hmsom shall have an initial board of governors comprised of fifteen (15) appointed members ("governors"), each of who shall be appointed by hmh. In addition to the appointed governors, the dean, the president of seton-hall university ("shu") and the chief executive officer of hmh ("ceo of hmh") shall serve as members of the board of governors, ex officio. The ceo of hmh shall have the right to vote; the dean and president of shu shall not have the right to vote. Other than the dean, the president of shu and the ceo of hmh, each of whom shall serve on the board of governors ex-officio by virtue of their positions, each of the governors shall be appointed for three (3) year terms. Each appointed governor shall hold office until the expiration of the term for which he or she has been appointed and until his or her successor is appointed and qualified, or until his or her earlier death, resignation or removal. Governors may be appointed to succeed themselves but no governor may serve more than three (3) consecutive three (3) year terms; once an individual has served as a governor for three (3) consecutive three (3) year terms, he or she shall not be eligible for reappointment until he or she has been off the board of governors for at least two (2) years; provided, however, that an individual's service as a governor for a partial term of less than two (2) years shall not preclude a governor from serving on the board of governors for three (3) additional three (3) year terms.”

“Hmh shall have the ultimate authority, following consideration of the advice, guidance, recommendations and decisions of the board of governors (if any), to take any of the following actions below: (a) selling substantially all of hmsoms assets, or merging or consolidating hmsom into or with any other corporation, partnership, limited liability company or similar entity following review by the board of governors; (b) selling or transferring any hmsom real property to a third party, following review by the board of governors; (c) acquiring the stock of, or membership interests in, or substantially all of the assets of, another corporation, partnership, limited liability company or similar entity, or otherwise investing in such entity, following review by the board of governors; (d) converting hmsom to a for-profit or non-tax-exempt entity, following approval by the board of governors; (e) creating any new class or classes of members, or admitting any new members, whether by approving the transfer, assignment or sale of a members interest in hmsom or otherwise; (f) making any material change to hmsoms purposes or mission, following approval of the board of governors; (g) changing the legal name of hmsom, or adding, removing or modifying any fictitious name, following review by the board of governors; (h) subject to the last sentence of article 11, amending, modifying or repealing any part of the certificate of incorporation or these bylaws following approval of the board of governors; (i) approving any material borrowings; (j) liquidating, dissolving or winding up the affairs of hmsom, following review by the board of governors; and (k) any other matter for which hmh or an hmh affiliated hospital or other healthcare facility or clinical services provider must exercise ultimate authority pursuant to federal, state or clinical licensure, certification or accreditation body requirements.”

“Hmh's finance personnel prepared and reviewed the federal form 990, which was then reviewed by other appropriate internal staff for accuracy. The form 990 was then provided to each voting member of hmsom's governing body, its board of governors, prior to filing with the internal revenue service.”

“Hmh, parent of a tax-exempt integrated healthcare delivery network ("network") has adopted a network-wide conflict of interest policy which is applicable to all of it subsidiary organizations, including hmsom. The organizations regularly monitor and enforce compliance with the networks conflict of interest policy. Annually, all members of the board of trustees, officers and key employees of each organization are required to review the existing conflict of interest policy and complete a questionnaire with respect to any applicable transactions and relationships. The completed questionnaires are returned to the network's chief compliance officer for review. The chief compliance officer then prepares a summary of the completed questionnaires and presents the summary to the network's governance and board development committee for its review, discussion and action (if needed). Any trustee, officer or key employee with a disclosed conflict would recuse themselves from participating in the governing body's deliberations and decisions of a transaction in question. During the year, the chief compliance officer, in conjunction with the general counsel, also monitors on-going transactions in light of the summary to ensure that any potential conflicts of interest are appropriately handled in compliance with the policy.”

“Hmsom is an affiliate within a tax-exempt integrated healthcare delivery network in which hmh is the tax-exempt parent organization. The executive and physician compensation committee ("committee") of hmh is responsible for reviewing the executive compensation of the president of hmh and the top management official of hmsom. The committee has adopted a written executive compensation philosophy, approved by the governing body, which it follows when it reviews and approves compensation and benefits. The executive compensation philosophy recognizes the size and complexity of the health care network and the critical need to have and retain executives that consistently demonstrate superior levels of performance so that the health network can fulfill its charitable mission and strategic objectives. The committee reviews the "total compensation", including both current and deferred compensation and all employee benefits, both qualified and non-qualified, on at least an annual basis to ensure that the "total compensation" of hmhs chief executive officer and the top management official of hmsom is reasonable. To assist with the review, the committee engages the services of a nationally recognized independent consulting firm specializing in executive compensation for not-for-profit health care organizations, and receives national and regional market data for comparable organizations, a report summarizing such data, and an opinion letter relating to the reasonableness of the total compensation and benefits. Additionally, a senior member of the consulting firm attends the committee's meetings to provide information and to respond to questions by the members of the committee. The independent committee utilizes the outside market data comparability and, based upon the executive compensation philosophy, the organization's performance, business judgment considerations, and the individual's performance, reviews and approves compensation for each individual. Guided at each meeting by outside counsel to the committee, the comprehensive review process utilized by the committee is intentionally structured to qualify for the rebuttable presumption under section 4958 of the internal revenue code of 1986: 1. The compensation arrangement is approved in advance by the committee, which is an "authorized body" of the organization composed entirely of individuals who do not have a conflict of interest within the meaning of the irs regulations under section 4958; 2. The committee obtains and relies upon "appropriate data as to comparability" (for comparable positions at similar healthcare organizations) prior to making its determination, which comparability data is provided and analyzed by the committee's independent consulting firm with expertise in the area of not-for-profit health care executive compensation; and 3. The committee thoroughly documents its review and approval process, as well as the basis for its approvals, concurrently with making that determination again as described in the regulations. As appropriate, the committee supplements the comparability data with other objective factors designed to ensure the reasonableness of the compensation paid, including an analysis of individual goals and objectives, organizational performance, personnel reviews, evaluations, self-evaluations, and written offers from competing organizations. The compensation arrangements approved by the committee are reported in executive session to the full board by the co-chairs of the committee.”

“See response to part vi, question 15a above.”

“The conflict of interest policy and audited financial statements are posted on hmhs website. The governing documents are available to the public upon request.”

“The compensation listed is for salaries earned in calendar year 2022.”

“The compensation listed is for salaries earned in calendar year 2022.”

“Form 990, part xi, line 9: other changes in net assets include $1,339,721 temporary restricted net assets; $2,368,573 internal equity transfer.”

“The hmsom financial statements for the fiscal year ended december 31, 2022 were audited by an independent accounting firm. Once completed, the audit committee reviews the audited financial statement before they are issued and they are made available to the public upon request.”