Make-A-Wish Foundation of America

“The executive committee ("ec") performs specific duties delegated by the national board. The ec is empowered to act on behalf of the national board between board meetings, usually when timing is an issue, subject to: (a) any limitations imposed by the board, the foundation's corporate documents, or applicable law; and (b) subsequent ratification by the board. With the exception of the chair of the national board, who is automatically a member and chair of the ec, the composition of the ec is determined by the national board, which elects ec members for one-year terms during the first quarter of each fiscal year. The ec is comprised of the national board chair, vice-chair (if any) and chair-elect; the chairs of the audit & finance, chapter performance, governance, resource development & branding, and compensation and management development committees (the "committees"); and, at the board's discretion, one or two other members of the board. The executive committee may exercise all of the powers of the board of directors with respect to the day to day business operations of the corporation when the board of directors is not in session. The executive committee shall submit to the board of directors for its consideration resolutions concerning any unusual or extraordinary matters affecting the operation of the corporation.”

“The foundation's board of directors has delegated the primary review of the form 990 to its audit and finance committee ("afc"). The foundation's chief financial officer worked closely with the foundation's outside accounting firm to prepare and ensure the accuracy of the form 990. The afc has the right to make inquiries of any personnel involved in the preparation process of the form 990, including the chief human resources officer and members of the senior leadership team. Each member of the board of directors was provided with a complete copy of the form 990 prior to filing with the internal revenue service.”

“The foundation maintains a conflict of interest and ethics statement for each officer, employee, board member, and volunteer. Such statements must be signed upon date of hire, election, or commencement of volunteer service, and at least annually thereafter. The signed statements are then submitted to and reviewed by the volunteer manager if they are from volunteers, and the chief legal officer if from staff and board members. Review of the statements is monitored by the president/ceo. The procedures for addressing any conflict of interest of which the president/ceo becomes aware includes, but are not limited to, the following (1) determining the nature of the conflict via verbal or written communication with the interested person (2) fully disclosing conflicting interests to the board (3) the conflicted person recuses himself-herself from deliberations and decisions regarding the transaction, and (4) taking appropriate actions warranted by the conflict as recommended by the board up to and including termination of service.”

“The total compensation (including base salary, benefits, and incentive payments) of the foundation's ceo and officers for 2024 was reviewed and approved by the governance, compensation, culture and nominating committee of the board of directors, which is comprised solely of independent directors, none of whom had a conflict of interest with respect to the proposed compensation arrangements. The compensation review/approval process included substantial input from the foundation's governance, compensation, culture and nominating committee and executive committee (collectively, the "committees"), as well as an independent compensation and benefits specialist ("independent expert") retained to advise the foundation in such matters. Among other things, the committees and the independent expert reviewed appropriate comparability information regarding the compensation paid by other similarly situated nonprofit organizations to their ceo's and top management officials to ensure that the compensation proposed for the corresponding executive at the foundation was reasonable and appropriate based on comparable market data. The foundation's contemporaneous records include (1) the terms of the compensation arrangements (including the dates they were approved), (2) the names of board/committee members who were present during the discussions and who voted on the arrangements, and (3) a description of the comparability data relied upon by the foundation before the compensation arrangements were approved.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available upon request.”

“Change in value of split-interest agreements 35,513. Change in value of swap -329,889.”