National Marrow Donor Program

“Form 990, Part III, Line 4D PUBLIC AWARENESS - NMDP WORKS WITH PATIENT FAMILIES, FAITH COMMUNITIES, CORPORATIONS, COLLEGES AND UNIVERSITIES, AND OTHER ORGANIZATIONS TO RAISE AWARENESS ABOUT THE OPPORTUNITY TO GIVE PATIENTS HOPE BY JOINING THE REGISTRY, MAKING A GIFT THROUGH BE THE MATCH FOUNDATION (BTMF), AND VOLUNTEERING. IN ADDITION, NMDP IS A LEADER IN PROVIDING HEALTH CARE PROFESSIONALS WITH THE EDUCATION, RESOURCES AND SERVICES THEY NEED TO PROVIDE THE BEST CARE FOR TRANSPLANT PATIENTS. Delegation of Authority Form 990, Part VI, LINE 1 NMDP BYLAWS STATE: "THE EXECUTIVE COMMITTEE SHALL AT ALL TIMES INCLUDE THE CHAIR OF THE BOARD, THE IMMEDIATE PAST CHAIR (WHEN IN OFFICE), THE CHAIR-ELECT (WHEN IN OFFICE), THE SECRETARY, THE CHIEF EXECUTIVE OFFICER, AND ANY GOVERNMENT REPRESENTATIVES. ANY AND ALL ADDITIONAL MEMBERS OF THE EXECUTIVE COMMITTEE SHALL BE VOTING DIRECTORS, EXCEPT THE CHIEF EXECUTIVE OFFICER AND GOVERNMENT REPRESENTATIVES, WHO SHALL SERVE AS NON-VOTING EX OFFICIO MEMBERS OF THE COMMITTEE. THE EXECUTIVE COMMITTEE SHALL, TO THE EXTENT ALLOWED BY APPLICABLE LAW, HAVE THE AUTHORITY OF THE BOARD IN THE OVERSIGHT OF THE BUSINESS OF THE CORPORATION BETWEEN MEETINGS OF THE FULL BOARD AND SHALL HAVE SUCH OTHER AUTHORITY AND RESPONSIBILITIES AS SET FORTH IN THE EXECUTIVE COMMITTEE CHARTER." THE EXECUTIVE COMMITTEE CHARTER STATES: "THE EXECUTIVE COMMITTEE SHALL, TO THE EXTENT DETERMINED BY THE BOARD OF DIRECTORS, HAVE THE AUTHORITY OF THE BOARD IN THE OVERSIGHT OF THE BUSINESS OF THE CORPORATION BETWEEN MEETINGS OF THE FULL BOARD. THE EXECUTIVE COMMITTEE SHALL MANAGE THE BUSINESS OF THE CORPORATION AND DIRECT AND COORDINATE THE WORK ACTIVITIES OF COMMITTEES BETWEEN MEETINGS OF THE BOARD. THE EXECUTIVE COMMITTEE SHALL ALSO REVIEW KEY BOARD-LEVEL POLICIES AND PROCEDURES ON A PERIODIC BASIS AND RECOMMEND NEW OR MODIFIED POLICIES AND INITIATIVES. WITH THE BOARD, THE EXECUTIVE COMMITTEE IS RESPONSIBLE FOR OVERSIGHT OF THE STRATEGIC PLANNING PROCESS, DEVELOPING A CALENDAR FOR BOARD ACTIVITIES, AND PROVIDING GUIDANCE TO THE BOARD AND CORPORATION STAFF REGARDING THE APPROPRIATE ROLES OF EACH. THE EXECUTIVE COMMITTEE, IN CLOSE COORDINATION WITH THE FINANCE COMMITTEE, SHALL MONITOR THE FINANCIAL INTEGRITY OF OPERATIONS, INCLUDING EVALUATING PERFORMANCE AGAINST THE CORPORATION'S BUDGET AND STRATEGIC AND BUSINESS PLANS. IN ADDITION, THE EXECUTIVE COMMITTEE SHALL REPRESENT THE CORPORATION IN ITS INTERACTIONS WITH OTHER ORGANIZATIONS, CONGRESS, FEDERAL AGENCIES, PARTICIPATING CENTERS, CONSTITUENT GROUPS, PROFESSIONAL ORGANIZATIONS, AND THE PUBLIC."”

“Form 990, Part VI, Line 4 DURING ITS SEPTEMBER 2019 MEETING, THE NMDP BOARD OF DIRECTORS UNANIMOUSLY APPROVED THE FOLLOWING SIGNIFICANT CHANGES TO THE CORPORATIONS BYLAWS: - NUMBER OF VOTING DIRECTORS LOWERED TO 13 (MINIMUM) TO 19 (MAXIMUM). PREVIOUSLY, THE NUMBER OF VOTING DIRECTORS WAS 17 (MINIMUM) TO 21 (MAXIMUM). - REDUCED THE NUMBER OF CLASSES OF VOTING DIRECTORS FROM THREE (3) TO ONE (1), REMOVING THE DISTINCTION BETWEEN AFFILIATED AND INDEPENDENT DIRECTORS, AND COMBINING THOSE CLASSES. - REMOVED THE "COUNCIL DIRECTOR" CLASS, AND IDENTIFYING THE CHAIR OF THE COUNCIL ADVISORY GROUP AS AN EX OFFICIO NON-VOTING DIRECTOR. - ALL DIRECTOR TERMS ESTABLISHED AT TWO (2) YEARS, WITH NO MORE THAN THREE (3) CONSECUTIVE TERMS. THIS REMOVES A HISTORIC DISTINCTION BETWEEN AFFILIATED DIRECTORS (3 YEARS) AND INDEPENDENT DIRECTORS (4 YEARS). - REDUCED THE TERM OF DIRECTORS EMERITUS FROM TEN (10) YEARS TO THREE (3) YEARS. - CLARIFIED QUORUM REQUIREMENTS IN CONFORMANCE WITH APPLICABLE LAW. - ADJUSTED MEETING NOTICE PROVISIONS IN CONFORMANCE WITH APPLICABLE LAW. - CLARIFIED SCOPE OF AUTHORITY OF EXECUTIVE COMMITTEE IN CONFORMANCE WITH APPLICABLE LAW. - REMOVED REFERENCES TO VICE CHAIR AND CHIEF OPERATING OFFICER AS MANDATORY OFFICERS. - CLARIFIED CHIEF EXECUTIVE OFFICERS AUTHORITY TO APPOINT CORPORATE OFFICERS (OTHER THAN CEO).”

“Form 990, Part VI, Line 11B THE ORGANIZATION CONTRACTED WITH THE OUTSIDE PUBLIC ACCOUNTING FIRM, GRANT THORNTON LLP, TO PREPARE THE FORM 990. PREPARING THE DETAILS AND SUPPORTING REPORTS FOR THE RETURN IS A COLLABORATIVE EFFORT AMONG A SMALL GROUP OF INDIVIDUALS IN THE FINANCIAL REPORTING & COMPLIANCE AREA OF FINANCE, INTERNAL AUDIT AND HUMAN RESOURCES. THAT WORK IS THEN REVIEWED BY THE MANAGER OF FINANCIAL REPORTING PRIOR TO SENDING TO GRANT THORNTON LLP; THE CHIEF LEGAL OFFICER ALSO REVIEWS THE GOVERNANCE SECTIONS PRIOR TO SENDING TO GRANT THORNTON LLP. ONCE A DRAFT IS RECEIVED BACK FROM GRANT THORNTON LLP, IT IS REVIEWED BY THE STAFF THAT PULLED THE DETAILS TOGETHER AND NMDP ACTING CHIEF FINANCIAL OFFICER AND CHIEF INFORMATION OFFICER. A COPY OF THE RETURN IS PROVIDED TO THE ORGANIZATION'S AUDIT AND FINANCE COMMITTEE AND BOARD OF DIRECTORS PRIOR TO FILING.”

“Form 990, Part VI, Line 12c THE CONFLICT OF INTEREST POLICY STATES THE FOLLOWING: "THE EXISTENCE OF AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST TURNS ON THE SPECIFIC FACTS AND CIRCUMSTANCES IN EACH CASE. IF A MEMBER HAS AN INTEREST WHICH MAY CONFLICT WITH THOSE OF THE ORGANIZATIONS, HE OR SHE MUST IMMEDIATELY DISCLOSE THE MATTERS AND DISCUSS THEM FULLY AND FRANKLY WITH THE APPLICABLE ORGANIZATION'S FULL BOARD OR ITS EXECUTIVE COMMITTEE, AS SET FORTH IN DETAIL BELOW. A MEMBER MUST NOT PARTICIPATE IN ANY MATTER IN WHICH THAT MEMBER MAY HAVE AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST WITHOUT THE EXPRESS APPROVAL OF THE APPLICABLE ORGANIZATION'S BOARD OF DIRECTORS OR EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS (EXECUTIVE COMMITTEE). ALL MEMBERS MUST DISCLOSE TO THE APPLICABLE ORGANIZATION'S BOARD OF DIRECTORS OR EXECUTIVE COMMITTEE ALL CONFLICTS OF INTEREST AND REPORTABLE RELATIONSHIPS, AND MUST ANNUALLY COMPLETE AND SUBMIT THE CONFLICT OF INTEREST QUESTIONNAIRE WHICH IS REQUIRED BY THIS POLICY. WHENEVER IN THE COURSE OF EVENTS A MEMBER'S CIRCUMSTANCES CHANGE SUCH THAT THE MEMBER KNOWS OR HAS REASON TO BELIEVE THAT THE MEMBER MAY HAVE AN ACTUAL OR PERCEIVED CONFLICT OF INTEREST, SUCH MEMBER SHALL PROMPTLY DISCLOSE THE POTENTIAL CONFLICT TO THE APPLICABLE ORGANIZATION'S BOARD OF DIRECTORS OR EXECUTIVE COMMITTEE. FOR THE PURPOSES OF THIS ARTICLE, A MEMBER MAY FORMALLY DISCLOSE A CONFLICT OR REPORTABLE RELATIONSHIP TO THE CHIEF EXECUTIVE OFFICER (CEO) OF NMDP, THE BTMF EXECUTIVE DIRECTOR AND SENIOR VICE PRESIDENT (SVP) OF PHILANTHROPY, OR THE NMDP CHIEF LEGAL OFFICER (CLO), AS APPLICABLE, WHO SHALL INFORM THE APPLICABLE ORGANIZATION'S BOARD OF DIRECTORS OR EXECUTIVE COMMITTEE FOR RESOLUTION. AS NOTED HEREIN, IF THE POTENTIAL CONFLICT INVOLVES A DIRECTOR OR COMMITTEE MEMBER, THAT DIRECTOR OR COMMITTEE MEMBER SHALL NOT PARTICIPATE IN OR VOTE UPON SUCH MATTERS UNTIL THE QUESTION OF THE EXISTENCE OF THE CONFLICT OF INTEREST HAS BEEN RESOLVED IN ACCORDANCE WITH THIS POLICY. LIKEWISE, AN OFFICER OR KEY EMPLOYEE MAY NOT BECOME SUBSTANTIALLY INVOLVED IN DECISION-MAKING INVOLVING ANY COVERED LITIGATION, CONTRACT OR TRANSACTION UNTIL THE RESOLUTION OF THE MATTER IN ACCORDANCE WITH THIS POLICY."”

“Form 990, Part VI, Lines 15A & 15B THE NMDP BYLAWS STATE: "THE COMPENSATION COMMITTEE SHALL BE COMPRISED ONLY OF VOTING DIRECTORS AND SHALL INCLUDE THE CHAIR OF THE BOARD AND AT LEAST ONE (1) NON-OFFICER BOARD MEMBER AS VOTING COMMITTEE MEMBERS. THE COMPENSATION COMMITTEE SHALL REVIEW AND EVALUATE THE OVERALL COMPENSATION AND BENEFIT STRUCTURE OF THE CORPORATION AND SHALL HAVE SUCH OTHER AUTHORITY AND RESPONSIBILITIES AS SET FORTH IN THE COMPENSATION COMMITTEE CHARTER." THE COMPENSATION COMMITTEE CHARTER STATES: "THE COMMITTEE SHALL REVIEW AND EVALUATE THE OVERALL COMPENSATION AND BENEFIT STRUCTURE OF THE CORPORATION, AND APPROVE AND ADOPT A COMPENSATION PHILOSOPHY AND PRINCIPLES CONSISTENT WITH THE CORPORATION'S NON-FOR-PROFIT STATUS (THE COMPENSATION PHILOSOPHY AND PRINCIPLES). THE COMMITTEE SHALL CONDUCT THE CHIEF EXECUTIVE OFFICER (CEO) PERFORMANCE EVALUATION. THE COMMITTEE SHALL MAKE CEO TOTAL COMPENSATION AND BENEFIT RECOMMENDATIONS TO THE EXECUTIVE COMMITTEE, CONSISTENT WITH THE COMPENSATION PHILOSOPHY AND PRINCIPLES. IN MAKING COMPENSATION AND BENEFIT RECOMMENDATIONS FOR THE CEO, THE COMMITTEE SHALL UTILIZE, AMONG OTHER THINGS, COMPARABILITY DATA FOR COMPLIANCE WITH IRS INTERMEDIATE SANCTION PROVISIONS SO AS TO ALLOW THE CORPORATION TO TAKE ADVANTAGE OF THE REBUTTABLE PRESUMPTION OF REASONABLENESS. ON A PERIODIC BASIS, THE COMMITTEE SHALL OBTAIN COMPARABILITY DATA FROM AN INDEPENDENT COMPENSATION CONSULTANT. IN ADDITION, THE COMMITTEE SHALL ADVISE THE CEO IN HIS/HER EVALUATION OF AND DECISIONS REGARDING THE COMPENSATION OF AND BENEFITS FOR SENIOR CORPORATION EMPLOYEES, AS WELL AS THE PRESIDENT (OR EQUIVALENT LEADER) OF ANY SUBSIDIARY OF THE CORPORATION REPORTING TO THE CEO (TOGETHER, SENIOR LEADERSHIP). IN ADVISING THE CEO IN MAKING HIS/HER COMPENSATION AND BENEFIT DECISIONS FOR SENIOR LEADERSHIP, THE COMMITTEE SHALL ENSURE THAT SUCH DECISIONS ARE CONSISTENT WITH THE COMPENSATION PHILOSOPHY AND PRINCIPLES, AND UTILIZE, AMONG OTHER THINGS, COMPARABILITY DATA FOR COMPLIANCE WITH IRS INTERMEDIATE SANCTION PROVISIONS. IF DECISIONS PROPOSED BY THE CEO ARE OUTSIDE THE PARAMETERS OF THE COMPENSATION PHILOSOPHY AND PRINCIPLES, THE CEO MUST OBTAIN THE COMMITTEE'S APPROVAL PRIOR TO IMPLEMENTATION."”

“Form 990, Part VI, Line 19 THE CONFLICT OF INTEREST POLICY, ARTICLES OF INCORPORATION AND CONSOLIDATED AUDITED FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. SUMMARY FINANCIAL STATEMENTS ARE ALSO INCLUDED IN OUR ANNUAL REPORT, WHICH IS MAILED TO KEY STAKEHOLDERS AND POSTED ON OUR WEBSITE. ADDITIONALLY, ARTICLES OF INCORPORATION ARE AVAILABLE THROUGH THE MN OFFICE OF THE SECRETARY OF STATE, AND CONSOLIDATED AUDITED FINANCIAL STATEMENTS MAY BE OBTAINED AT THE MN OFFICE OF THE ATTORNEY GENERAL.”

“Form 990, Part VII, Line 1A, Column B THE HOURS LISTED ON THE 990 PART VII ARE BASED ON A 50 HOUR WEEK THAT THESE INDIVIDUALS DEVOTED TO NMDP AND BTMF IN TOTAL DURING THE YEAR.”

“Form 990, Part VII, Section A, Line 1A, Column D NMDP PROVIDED REPORTABLE COMPENSATION TO DAVID PORTER FOR CONSULTING SERVICES PROVIDED AS CHAIR OF THE CIBMTR DATA SAFETY MONITORING BOARD MEETINGS DURING CALENDER YEAR 2018.”