Memorial Sloan-Kettering Cancer Center

“Memorial sloan-kettering cancer center (mskcc) is committed to ensuring that its executive compensation program adheres to the established standards of regulatory compliance and best corporate governance. The mskcc board of trustees and governing trustees has charged the joint human resources committee (which is composed entirely of independent board members with no conflicts of interest in regard to executive compensation) with making all decisions related to compensation for officers and key employees. The committee reviews the total compensation of the individuals, including both current and deferred compensation, and all employee benefits, on an annual basis to ensure that the total compensation of each officer and key employee is reasonable. To assist in the completion of its responsibilities, the committee engages the services of a nationally recognized consulting firm specializing in executive compensation for not-for-profit healthcare organizations. Each year the committee reviews a comprehensive report prepared by the firm that includes market data for functionally comparable roles in comparable organizations (i.e., not-for-profit academic/research medical centers, especially those sharing a mission similar to mskcc, with other healthcare sectors considered on a selected basis) and summarizes the relative market position of each executive's total compensation. The last review was march 2024, which set the compensation for the period april 2024 to march 2025. Additionally, a senior member of the consulting firm attends committee meetings to provide information and to respond to questions by the members of the committee. Compensation levels are established considering the market data, an assessment of performance, and other business judgment factors, consistent with mskcc's executive compensation philosophy. The committee's decisions are made in the best interests of mskcc and are intended to ensure the recruitment and retention of key executive talent, consistent with the market practices of other not-for-profit healthcare organizations of comparable scope, mission and complexity. The committee's review process follows the intermediate sanctions guidelines for qualifying for the rebuttable presumption of reasonableness under section 4958 of the internal revenue code of 1986: - the compensation arrangement is approved in advance by an "authorized body" of the applicable tax exempt organization (i.e, the committee, which is composed entirely of individuals who do not have a conflict of interest within the meaning of the regulations under section 4958. - the authorized body obtains and relies upon "appropriate data as to comparability" prior to making its determination, for which comparability data are provided and analyzed by sullivan, cotter and associates, inc., a well-regarded expert in the area of healthcare compensation. The committee adequately documents the basis for its determination concurrently with making that determination, again as required in the regulations.”

“DIRECTORS ELLEN V. FUTTER AND RICHARD I. BEATTIE - Business relationship”

“The articles of incorporation and by-laws were reviewed to determine that the supported organizations outlined in schedule-a have the power to elect or appoint members to the board of the supporting organizations. Memorial sloan-kettering cancer center, ein 13-1924236, (msk), is the single member of the prostate cancer clinical trials consortium llc, pcctc, which has elected to be treated as a disregarded entity of msk for tax purposes and mskcc proton, inc. Which is also treated as a corporation for tax purposes. Memorial hospital for cancer and allied diseases ein 13-1624082, (mem), is the single member of mskcc properties llc, who has elected to be treated as a corporation for tax purposes.”

“Prior to filing the return, a review of the 990 was conducted by the sr. Vp of finance and the intrem chief financial officer. It is then presented to, and reviewed by, the joint audit committee of the board. The joint audit committee refers the form 990 to the full board, and a copy is provided to each board member for further review. Memorial sloan-kettering's form 990 is reviewed by counsel and is prepared in conjunction with ernst and young, llp.”

“1. Conflict of Interest and Commitment Policy (the "Individual COI Policy"). a. The Individual COI Policy applied to: (i) physicians and scientists with academic appointments at any level; (ii) any clinical provider who could independently write orders or prescriptions; (iii) individuals whose roles included the design, conduct or reporting of research and/or were engaged in human subject research; (iv) administrative employees with independent authority to make purchasing decisions or who were otherwise able to bind, negotiate on behalf, or execute agreements on behalf of, MSK; and (v) individuals that served on MSK institutional committees with responsibility for oversight of research, formulary, or purchasing decisions. b. MSK's Compliance COI Office ("Compliance") and the institutional conflict of interest committee (the "MSK COI Committee") were responsible for the administration of this policy, under the oversight of the committee of the Board (the "Board COI Committee") dedicated exclusively to discharging the Board's responsibility and authority over MSK's conflicts of interest program. c. Upon becoming covered by the Individual COI Policy, annually thereafter and/or as new significant interests arose, an individual was required to disclose financial interests and external relationships and activities ("interests"), whether paid or unpaid, that reasonably appeared to be related to the individual's institutional responsibilities. Covered Persons were required to disclose interests for themselves and immediate family members. d. Depending on the circumstances and based on established criteria, disclosed interests were reviewed by Compliance, the MSK COI Committee, MSK COI Committee designee(s), and/or the Board COI Committee to determine whether an individual conflict of interest existed or presented the perception thereof (i.e. whether an individual financial interest could directly and significantly impact an individual's institutional responsibilities, or an individual's interest could be directly and significantly impacted by their institutional responsibilities). e. The policy required any individual conflict of interest to be managed, reduced or eliminated. When a conflict of interest determination was made, the MSK COI Committee, the MSK COI Committee designee(s), or the Board COI Committee, as applicable, determined how to address it. For those conflicts deemed manageable, management strategies implemented included disclosure of the interest in relevant publications, presentations, consent forms, and educational materials; recusal and/or other limitation on role; independent oversight by a disinterested senior personnel member or committee; and temporary or permanent reduction, divestiture, relinquishment, or termination of an individual's interest. 2. Institutional Conflict of Interest Policy (the "Institutional COI Policy"). a. The Institutional COI Policy applied to financial interests and relationships ("interests") held by MSK as an institution, as well as those financial interests and relationships ("interests") held by senior executive officers deemed "Institutional Officials, their immediate family members. b. Institutional interests held by MSK were made available to Compliance through regular reports from and ongoing engagement with relevant MSK departments. Institutional interests held by Institutional Officials were disclosed through the process described above in the Individual COI Policy, as well as the process described below in the Board COI Policy. c. The MSK COI Committee or MSK COI Committee designee(s) were responsible for determining whether an institutional conflict of interest existed; i.e. whether the institutional interest held by MSK or an Institutional Official (or their immediate family members) could, or could reasonably be perceived to, directly and significantly affect the design, conduct, reporting, review, or oversight of MSK research or the outcome of an MSK activity or decision.”

“The institution has engaged dac bond as our investor relations and disclosure/dissemination agent. Copies of our irs form 990, 990t and our audited financial statements, quarterly unaudited financial statements, and the bond offering statements for all our debt issues are available on their web address: www.dacbond.com. The conflict of interest and commitment policy is accessible on our institutional web site: www.mskcc.org. However, our governing documents such as the articles of incorporation and corporate by-laws are not available for public information.”

“This irs form 990 is filed under group exemption number 3475, ein 91-2154267. The attached list represents members from the governing boards of the following affiliated institutions that make up our exempt group: memorial sloan-kettering cancer center (msk) ein 13-1924236, memorial hospital for cancer and allied diseases (mem) ein 13-1624082, sloan-kettering institute for cancer research (ski) ein 13-1624182, s.k.i. Realty, inc. (skr) ein 13-3389586, louis v. Gerstner jr. Graduate, school of biomedical sciences (skg) ein 20-2212588, msk insurance us, inc. (mski) ein 83-0363317, and mskcc proton inc.,(mskp) ein 35-2397819. Also included in the group is msk properties llc. Ein 35-2464610 with memorial hospital being the sole member. Memorial sloan kettering board of governing trustees: richard i. Beattie ian cook, vice chair of the board. Stanley f. Drunckenmiller anthony b. Evnin roger w . Ferguson henry a. Fernandez william e. Ford stephen friedman ellen v. Futter louis v . Gerstner, jr. Jonathan n. Grayer benjamin w. Heineman jr. William helman margaret keane marie-josee kravis, vice chair of the board. Ralph muller jamie c. Nicholls james g. Niven bruce c. Ratner clifton s. Robbins alexander t. Robertson viginia m. Rometty alan d. Schnitzer stephen c. Sherrill peter j. Solomon stephen squeri john r. Strangfeld scott m. Stuart, chair of the board. Selwyn m. Vickers m.d., board member and ceo, employee, not an independent board member. Douglas a. Warner iii, honorary chair of the board. Peter a. Weinberg 31 board members; 30 independent board members memorial hospital board of governing trustees: richard i. Beattie, honorary chair of the board. Ian cook, chair of the board. Stanley f. Drunckenmiller anthony b. Evnin roger w . Ferguson henry a. Fernandez william e. Ford stephen friedman ellen v. Futter louis v . Gerstner, jr. Jonathan n. Grayer benjamin w. Heineman jr. William helman margaret keane marie-josee kravis ralph muller jamie c. Nicholls james g. Niven bruce c. Ratner clifton s. Robbins alexander t. Robertson viginia m. Rometty alan d. Schnitzer stephen c. Sherrill peter j. Solomon stephen squeri john r. Strangfeld scott m. Stuart selwyn m. Vickers m.d. , board member and ceo, employee, not an independent board member. Douglas a. Warner iii peter a. Weinberg 31 board members; 30 independent board members sloan kettering institute board of governing trustees: richard i. Beattie ian cook stanley f. Drunckenmiller anthony b. Evnin roger w . Ferguson henry a. Fernandez william e. Ford stephen friedman ellen v. Futter louis v . Gerstner, jr., honorary chair of the board. Jonathan n. Grayer benjamin w. Heineman jr. William helman margaret keane marie-josee kravis, chair of the board. Ralph muller jamie c. Nicholls james g. Niven bruce c. Ratner clifton s. Robbins alexander t. Robertson viginia m. Rometty alan d. Schnitzer stephen c. Sherrill peter j. Solomon stephen squeri john r. Strangfeld scott m. Stuart selwyn m. Vickers m.d. , board member and ceo, employee, not an independent board member. Douglas a. Warner iii peter a. Weinberg 31 total board members; 30 independent board members s.k.i. Realty board of directors: louis v . Gerstner, jr. James g. Niven clifton s. Robbins scott m. Stuart, chair of the board. Douglas a. Warner iii 5 board members; 5 independent board members gerstner graduate school board of trustees: geoffrey canada richard i. Beattie ellen v. Futter louis v. Gerstner, jr. Shirley jackson marie-josee kravis alan d schnitzer, chair of the board scott m. Stuart selwyn m vickers md, board member, president and chief executive officer, employee, not an independent board member 9 total board members; 8 independent board members msk insurance u.s. Board of directors: debra berns, employee, not an independent board member. Stephen c. Sherrill, chair of the board. Ankit chhabra, president, employee not an independent board member michael p. Harrington, treasurer. Employee, not an independent board member. Aaro”

“Amounts paid to independent contractors include amounts paid to subcontractors as well as reimbursable expenses.”

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

“The mission of memorial sloan-kettering cancer center is to lead in the prevention, diagnosis, treatment and cure of cancer and associated diseases through programs of excellence in research, education, outreach and cost-effective patient care. Leadership in patient care: we place the highest priority on advancing the care of cancer patients through early detection, accurate diagnosis, and optimal treatment. These three elements lead to the most effective cancer care possible, which is also the most cost-effective care. We strive for excellence in all existing and emerging therapies without neglecting the need for advanced approaches in palliation. We deliver these therapies in a caring environment that encompasses patients as well as their loved ones. Excellence in patient care is exemplified by our multidisciplinary approach, a core competence of our center. We are committed to developing outreach programs to bring excellence in cancer care to the community. Leadership in research excellence: patient care requires the expeditious application of new knowledge discovered through rigorous laboratory and clinical research. The interrelationship between scientific discovery and its application to patient care defines our unique nature at its best. Leadership in education: to ensure progress, we are dedicated to providing the finest education and training for the most promising young scientists, clinicians, and other healthcare professionals. Public and patient education are also cornerstones for progress and success in patient care, especially in prevention, early detection, and compliance during therapy and maintenance programs. Resources for leadership: we are staffed with the highest-quality professionals who have a full-time commitment to our mission. We are determined to provide our staff and our patients with the finest state-of-the-art facilities, technology, management, and support services. Responsibilities of leadership: memorial sloan-kettering cancer center is a leader in cancer research and treatment, offering patients the most sophisticated, compassionate, and state-of-the-art care available and advancing the knowledge that will improve that care in the future. The close collaboration between our physicians and scientists is one of our unique strengths, enabling us to provide patients with the best care possible as we work to discover more-effective strategies to prevent, control, and ultimately cure cancer.”

“Patient care: memorial sloan-kettering cancer center experts have established standards of care and treatment protocols for each type and stage of cancer. Our physicians have an extraordinary depth and breadth of experience in diagnosing and treating all forms of the disease, from the most common to the very rare. Each year, they treat more than 400 different subtypes of cancer. This level of specialization can have an often-dramatic effect on a patient's chances for a cure or control of their cancer. While we are known for our advanced, innovative therapies, our physicians are equally well regarded for their compassion and concern. Our disease management program features 16 multidisciplinary cancer teams. Patients are treated by as many different specialists as are needed for their particular type of disease, including surgeons, medical oncologists, radiation oncologists, radiologists, pathologists, psychiatrists, and nurses. Our pathologists have unsurpassed expertise in using advanced methods to accurately diagnose cancer. Because of their sole focus on cancer, our surgeons use surgical techniques that preserve form and function. Our radiation oncologists are developing and putting into clinical practice leading-edge technologies and techniques in radiation therapy. In addition, the center offers a full range of programs to help patients and families throughout all phases of treatment, including support groups, genetic counseling, help managing cancer pain and symptoms, rehabilitation, integrative medicine services, and assistance in navigating life after treatment. Throughout the covid-19 pandemic and beyond mskcc continues to work to protect and assist the public. Currently, the institution is actively maintaining a posture of prevention and safety, with its education programs while encouraging persons to wear their masks and adhere to other preventive measures like getting booster shots.”

“Research: memorial sloan-kettering cancer center maintains one of the world's most dynamic programs of cancer research. The extraordinary patient care we provide benefits from our innovative programs in basic, translational, and clinical research. Research at sloan-kettering institute is dedicated to understanding the biology of cancer through programs in cell biology, enetics, biochemistry, molecular biology, structural biology, computational biology, immunology, and therapeutics. Investigators at sloan-kettering institute collaborate with memorial hospital physician-scientists, a partnership that helps speed important research findings from the laboratory to the bedside, in a process known as translational research. Memorial sloan-kettering cancer center also actively initiates and participates in clinical trials to identify more effective cancer therapies, and our physicians are currently leading more than 1,900 clinical trials for pediatric and adult cancers. The human oncology and pathogenesis program (hopp) is a further effort to increase institutional research strength in areas important in contemporary translational research. Hopp is designed to meld even more thoroughly the cultures of basic biologic science and clinical oncology, augmenting the work conducted in the laboratories of memorial sloan-kettering cancer center's physician-scientists.”

“Education: education is a vital part of memorial sloan-kettering cancer center's mission. Our training programs prepare physicians and scientists for careers in the biomedical sciences. Our collaborations with the rockefeller university, cornell university, and weill medical college of cornell university offer phd programs in chemical biology, computational biology and medicine, and the medical sciences. The center also partners with weill medical college and the rockefeller university to offer a md/phd degree for aspiring physician-scientists. The center has a phd program in cancer biology through its louis v. Gerstner, jr. Graduate school of biomedical sciences. This novel program has been enrolling students since 2006 and trains basic laboratory scientists to work in research areas directly relevant to cancer and other human diseases. We also offer postgraduate clinical fellowships to train physicians who seek special expertise in a particular type of cancer and postgraduate research fellowships that provide physicians and scientists with advanced laboratory research training. With faculty appointments at the weill medical college of cornell university, our clinical staff also train residents and medical students.”

“Postretirement - -51828000; Other - -13171040; Total - -64999040;”

“The organization engages in federal, state, and local lobbying. The center's federal lobbying effort focuses on patient care and reimbursement issues. Patient care advocacy includes ensuring patients are able to access clinical trials and cancer hospitals are able to effectively research potential treatments for cancer as well as preventative and palliative measures. The center also seeks equitable reimbursement for services rendered to patients enrolled in entitlement programs. From time to time, the center weighs in on other federal legislation that impacts cancer care and hospitals in general. The center's state lobbying efforts focus on issues relating to patient care, public health, and hospital operations. Patient care and public health issues may include access to care and cancer prevention and screening, including as part of state budget legislation. Our advocacy on hospital operations centers on issues relating to professional licensure and continuing education, scope of practice, hospital staffing, and health and safety requirements. On occasion, the center engages in local lobbying on issues ranging from building ordinances to radiation control. The center also incurs costs for federal, state, and local lobbying by associations and other organizations of which it is a member.”

“Mskcc does not make grants or use grant money outside of the united states. All of the values listed are at cost, with the exception of the investments, which are valued at fair market value.”