Petsmart Charities Inc.

“Five of the thirteen members of the board of directors serving during the fiscal year (david lenhardt, gene e. Burt ii, paulette dodson, michael massey, and eran cohen) and one officer (janet wilkins) were officers of petsmart, inc.”

“Pci has a management services agreement with petsmart, inc., acting as a management company, to cost-effectively outsource certain management and administrative functions. Petsmart, inc. Is an unrelated organization as defined in the instructions to form 990. Pci's board of directors retains control of the organization's governance, policies, budgets, contract approval, program direction, and all other matters necessary to accomplish pci's charitable mission and to preserve the tax-exempt, independent nature of the organization.”

“A draft of the form 990 is reviewed by the audit committee of the board. Comments are solicited before finalizing the document. A copy of the final form 990 is distributed to the entire board of directors for review before the final version is submitted to the irs.”

“All members of the board of directors, officers and associates working on behalf of the organization annually complete a conflict of interest disclosure form to acknowledge receipt of the policy and report any potential conflicts of interest. The secretary compiles a list of potential conflicts of interest. The list is reviewed with the governance committee of the board of directors and appropriate action is taken to mitigate risks of potential conflicts.”

“Pci entered into a management services agreement, to cost-effectively outsource certain management and administrative functions, with petsmart, inc., in which petsmart, inc. Acted as a management company. Although pci's executive director is compensated by petsmart, inc., pci's board of directors (composed entirely of persons without a conflict of interest) annually reviews and determines an appropriate amount of compensation for the executive director based on comparability data, including a comparison to market data for peer organizations, and contemporaneously substantiates the deliberation and decision. The approved amount is not paid by pci to the executive director, but is used in computing the fee paid by pci to petsmart, inc. The review and approval process occurs in advance of the services performed by petsmart, inc. Under the management services agreement and in advance of any payment related to such arrangement for the period in question.”

“Copies of the organization's governing documents, conflict of interest policy, and financial statements are available upon request in either hard copy or electronic form.”

“Although the compensation paid to a management company's employees, including the top management official, is not required to be disclosed in this information return, pci recognizes that the compensation of the executive director, as the top management official, is of significant interest to donors to the organization. Accordingly, the combined compensation of janet wilkins and maurine dyer stevens, each of whom served as pci executive director, during calendar year 2015 in relation to the management company arrangement with petsmart, inc., totaled $420,521. This amount was comprised of base compensation of $276,875, bonus & incentive compensation of $140,408, other compensation of $570, deferred compensation of $763, and nontaxable benefits of $1,905.”

“Pci entered into a management services agreement with petsmart, inc., acting as a management company, to cost-effectively outsource certain management and administrative functions. Under the terms of the agreement, petsmart, inc. Is an independent contractor to pci and the fee paid to petsmart, inc. Is capped annually. The value of the use of real property, management and administrative services, products and supplies received by pci under the agreement overwhelmingly exceeds the payments made to petsmart, inc., by a ratio greater than 2.7:1.”