The Nebraska Medical Center

“Mr. Bruce Grewcock and Mr. Mogens Bay - Business relationship”

“Nebraska medicine is the sole member of tnmc.”

“Effective 2017, tnmc has one member, nebraska medicine, a nonprofit organization that has been recognized as exempt from tax under section 501(c)(3) of the internal revenue code. Tnmc's bylaws provide that the members of tnmc's board of directors shall be the same persons who serve as members of the board of nebraska medicine. The tnmc board is comprised of 15 directors, specifically 11 voting directors and 4 ex-officio non-voting directors.”

“The following powers are reserved to tnmc's sole member, nebraska medicine: - amendment to tnmc's articles of incorporation; - a merger or consolidation of tnmc with or into any other entity; - sale, transfer, lease, disposition, or change in use of (a) more than 50% of the assets of the clinical operations of tnmc; or (b) such other assets as the tnmc board designates; - entry into a joint operating agreement, integration agreement, or similar agreement, or amendment to any existing similar agreement; - issuance or incurrence of indebtedness resulting in a debt/equity ratio in excess of 40% or a debt coverage ratio less than 1.25; - liquidation or dissolution of tnmc; - admission of one or more additional members of tnmc; - entry into any affiliations that would change the size of the board, a change to the quorum requirements, or change in the supermajority voting requirements; - approval of any amendment to the bylaws; or - a gift, pledge, donation, or grant in excess of one million dollars.”

“A copy of the form 990 was presented to the audit committee of the board of directors. In addition, the board of directors were provided a copy of the form 990 to review on the secured board portal called board effect before it was filed.”

“Monitoring and enforcement of board independence each member of the board of directors, officers and key employees discloses annually that he/she is either an officer, director, member, owner, agent or associated in some manner with delineated business entities that either have or might reasonably be expected to have a business relationship with tnmc. Each board member agrees to make conflicts known and withdraw from participation in deliberations if a subsequent conflict arises. Disclosure statements are distributed annually and monitored by the corporate compliance officer for completion. Any disclosed conflicts are brought to the attention of the chairman of the board for board members and officers or to the officers for key employees.”

“The executive and physician compensation committee of The Nebraska Medical Center's Board of Directors is comprised of a chair (appointed by the Board of Directors), a vice chair, and not less than two (2) additional directors from the board, all of whom are determined by the board to be independent from the University of Nebraska Medical Center and Nebraska Medicine, which includes UNMC Physicians and the Nebraska Medical Center. The compensation committee is responsible for overseeing the performance and compensation of the CEO, assessing the appropriateness and reasonableness of the executive compensation and benefit programs, and monitoring compensation programs with senior executives and physicians to confirm compliance with regulations and business need. The committee reviews all proposed compensation for senior executives and physicians, including the CEO. All compensation submitted for review must be supported by appropriate documentation, including, but not limited to, comparability data (I.E., Association of American Medical Colleges (AAMC)) relevant for the occupation and corporation position. This data is compared to similarly situated AAMC organizations of comparable revenue. The executive compensation data is provided by an independent compensation consulting firm hired by the committee, and this firm reports directly to the committee. The committee ensures that its review and approval qualify for the rebuttable presumption of reasonableness under the intermediate sanction's regulations (26 C.F.R. 53.4958-6, as amended). To ensure such compliance, the committee: 1. Ensures committee members are free from any relationships or conflicts of interest that may impair, or appear to impair, a committee member's ability to make independent judgements; 2. Receives and relies upon appropriate data as to comparability from internal or external resources prior to making its determination; and 3. Documents the basis for its determination of reasonableness concurrently with making that determination. Such documentation includes: A) The terms of the arrangement that was approved and the date it was approved; B) The members of the committee who were present and those who voted on it (quorum is required for any approval); C) The comparability data obtained and relied upon by the committee and how such material was obtained; and D) The action(s) taken by the committee. All compensation and benefits for the CEO are reviewed and recommended by the committee to the Board of Directors for final approval.”

“The executive and physician compensation committee of The Nebraska Medical Center's Board of Directors is comprised of a chair (appointed by the Board of Directors), a vice chair, and not less than two (2) additional directors from the board, all of whom are determined by the board to be independent from the University of Nebraska Medical Center and Nebraska Medicine, which includes UNMC Physicians and the Nebraska Medical Center. The compensation committee is responsible for assessing the appropriateness and reasonableness of the executive compensation and benefit programs and monitoring compensation programs with senior executives and physicians to confirm compliance with regulations and business need. The committee reviews all proposed compensation for senior executives and physicians. All compensation submitted for review must be supported by appropriate documentation, including, but not limited to, comparability data (I.E., Association of American Medical Colleges (AAMC)) relevant for the occupation and corporation position. This data is compared to similarly situated AAMC organizations of comparable revenue. The executive compensation data is provided by an independent compensation consulting firm hired by the committee, and this firm reports directly to the committee. The committee ensures that its review and approval qualify for the rebuttable presumption of reasonableness under the intermediate sanction's regulations (26 C.F.R. 53.4958-6, as amended). To ensure such compliance, the committee: 1. Ensures committee members are free from any relationships or conflicts of interest that may impair, or appear to impair, a committee member's ability to make independent judgements; 2. Receives and relies upon appropriate data as to comparability from internal or external resources prior to making its determination; and 3. Documents the basis for its determination of reasonableness concurrently with making that determination. Such documentation includes: A) The terms of the arrangement that was approved and the date it was approved; B) The members of the committee who were present and those who voted on it (quorum is required for any approval); C) The comparability data obtained and relied upon by the committee and how such material was obtained; and D) The action(s) taken by the committee.”

“The governing documents, conflict of interest policy and financial statements, are typically not made available to the public. However, if someone comes into the accounting department and requests to view the documents, they would be made available to view in the office.”

“All Other - Total Revenue: XXX-XX-XXXX, Related or Exempt Function Revenue: XXX-XX-XXXX, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ;”

“All Other Revenue - Total Revenue: 21731570, Related or Exempt Function Revenue: 21020070, Unrelated Business Revenue: 711500, Revenue Excluded from Tax Under Sections 512, 513, or 514: ;”

“(Expenses $ 1,012,376,359 including grants of $ 129,645,863)(Revenue $ 836,967,640) FY24 WITH A HISTORY DATING BACK TO 1869, TNMC WAS FORMED WITH THE MERGING OF BISHOP CLARKSON MEMORIAL HOSPITAL AND UNIVERSITY HOSPITAL. IN JULY 2016, UNMC PHYSICIANS OUTPATIENT CLINICS BECAME PART OF THE ORGANIZATION. TNMC CONTINUES TO ATTRACT PATIENTS FROM THE REGION AND AROUND THE WORLD. TNMC IS A TERTIARY/QUATERNARY ACADEMIC MEDICAL CENTER. IT IS THE LARGEST HEALTH CARE FACILITY IN THE STATE WITH MORE THAN 10,000 EMPLOYEES AND OVER 1,400 PHYSICIANS PRACTICING IN ALL MAJOR SPECIALTIES AND SUB-SPECIALTIES. IN ADDTION TO KEY SERVICES IN CARDIOLOGY, ONCOLOGY, TRANSPLANT AND NEUROLOGY, TNMC OFFERS COMPREHENSIVE CARE IN WOMEN'S SERVICES FOR OBSTETRICS AND GYNECOLOGY, AS WELL AS PEDIATRIC SERVICES, ORTHOPEDICS, RHEUMATOLOGY, AND PULMONARY CARE. IN ADDITION, TNMC HAS ONE OF THE REGION'S LARGEST HYPERBARIC MEDICINE PROGRAMS. TNMC IS THE MOST ESTEEMED ACADEMIC HEALTH SYSTEMS IN THE REGION, WITH 809 LICENSED BEDS AT ITS TWO HOSPITALS, NEBRASKA MEDICAL CENTER AND BELLEVUE MEDICAL CENTER. TNMC ALSO OPERATES 40 SPECIALTY AND PRIMARY CARE CLINICS IN OMAHA AND SURROUNDING AREAS. TNMC HAS ONE OF THE FEW BIOCONTAINMENT UNITS IN THE UNITED STATES EQUIPPED TO SAFELY CARE FOR PEOPLE EXPOSED TO HIGHLY CONTAGIOUS, DANGEROUS DISEASES. IN 2014, THE NEBRASKA BIOCONTAINMENT UNIT WAS ACTIVATED TO PROVIDE CARE FOR THREE AMERICANS WHO CONTRACTED THE EBOLA VIRUS DURING THE WEST AFRICA OUTBREAK. THIS RESPONSE RESULTED IN TNMC AND UNMC BECOMING ONE OF THREE DESIGNATED EBOLA TREATMENT AND EDUCATION CENTERS IN THE UNITED STATES. THROUGHOUT THE LAST DECADE, BIOCONTAINMENT UNIT STAFF HAVE CONTINUED TO EDUCATE PUBLIC HEALTH AND INFECTIOUS DISEASE TEAMS FROM AROUND THE WORLD ABOUT SAFE PROTOCOLS AND RESPONSES TO INFECTIOUS DISEASES, MOST RECENTLY COVID-19. TNMC WAS ONE OF THE FIRST TO CARE FOR EXPOSED AND INFECTED AMERICANS IN EARLY 2020 AND CONTINUES TO BE A WORLD LEADER IN TREATING AND MITIGATING THE VIRUS. THE ORGANIZATION CONTINUES TO STRIVE TOWARD ITS MISSION TO LEAD THE WORLD IN TRANSFORMING LIVES TO CREATE A HEALTHY FUTURE FOR ALL INDIVIDUALS AND COMMUNITIES THROUGH PREMIER EDUCATIONAL PROGRAMS, INNOVATIVE RESEARCH AND EXTRAORDINARY PATIENT CARE. HIGHLIGHTS FROM THE FISCAL YEAR INCLUDED - CONTINUED CONSTRUCTION OF THE FRED & PAMELA BUFFETT CANCER CENTER - KEARNEY WITH PLANS TO OPEN IN DECEMBER OF 2024. - ANNOUNCEMENT AND START OF CONSTRUCTION ON A NEW OUTPATIENT CLINIC IN THE OMAHA SUBURB OF BENNINGTON, NEBRASKA. - CONTINUED CONSTRUCTION OF THE INNOVATION DESIGN UNIT (IDU). WHEN OPENED IN JANUARY 2025, THE IDU WILL BE AN ACTIVE PATIENT CARE UNIT WITH A PHYSICAL AND PHILISOPHICAL CONNECTION TO ACADEMIC RESEARCH AND HEALTH CARE INNOVATION. THE UNIT WILL INFORM THE FUTURE OF INPATIENT CARE IN THE NEW PROJECT HEALTH HOSPITAL WHICH IS PROJECTED TO BEGIN WORK IN THE NEAR FUTURE. - EXPANDING THE NUMBER AND SCOPE OF EMPLOYEE RESOURCE GROUPS - RIBBON CUTTING OF THE COMMUNITY WELLNESS COLLABORATIVE, IN PARTNERSHIP WITH UNMC, THAT SERVES THE NORTH OMAHA COMMUNITY WITH HEALTH EDUCATION AND RESOURCES - OPENING OF A FOURTH CLINICAL BUILDING AT VILLAGE POINTE HEALTH CENTER IN WEST OMAHA, INCREASING SERVICES AND ACCESS FOR PATIENTS - OPENING OF THE STUDENT HEALTH CLINIC ON THE UNMC OMAHA CAMPUS TO PROVIDE STUDENT HEALTH SERVICES - LAUNCHED A NEW EMPLOYMENT BRAND PROMISE, "TOGETHER. EXTRAORDINARY," WHICH WAS A REFRESH OF THE PREVIOUS "BE EXTRAORDINARY" BRAND PROMISE, TO PROMOTE RETENTION AND HIRING OF COLLEAGUES IN FY24, NEBRASKA MEDICAL CENTER EARNED THE FOLLOWING: - US NEWS & WORLD REPORT BEST HOSPITAL IN THE STATE - US NEWS & WORLD REPORT RATED CANCER, GASTROENTROLOGY, GI SURGERY, AND ORTHOPAEDICS AS HIGH PERFORMING SPECIALTIES - US NEWS & WORLD REPORT RATED NEBRASKA MEDICINE AS HIGH PERFORMING FOR THE FOLLOWING CONDITIONS AND DISEASE TREATMENTS: *AORTIC VALVE SURGERY *COLON CANCER SURGERY *DIABETES *HEART ATTACK *HEART FAILURE *KIDNEY FAILURE *KNEE REPLACEMENT *LEUKEMIA, LYMPHOMA AND M”

“(Expenses $ 189,284,893 including grants of $ 40,818,532)(Revenue $ 220,400,457) Digestive Disease and Kidney Service Line The Nebraska Medical Center (TNMC) operates one of the busiest solid organ transplant programs in the world. In 2016, TNMC joined a small number of transplant centers which have programs for transplants of all solid organs. TNMC's lung transplant program did its first transplant in February 2016. In the year ended June 30, 2024, TNMC performed 364 solid organ transplants including liver, kidney, heart, lung, pancreas, and small bowel. The success of TNMC's solid organ transplant program is heightened by research done on the TNMC/University of Nebraska Medical Center (UNMC) campuses. Since its inception, patients have come to TNMC for single or multiple organ transplants from all fifty states and five continents.”

“Investment in Clarkson College - 7924278; Change in Pension Assets - 41392; Net Assets Released - 7927845; Equity Change - 58900; NHP/NHS Net Income adj - 4183952; Contribution for Prop - 2438629; Other - 19662;”