Mercy Retirement and Care Center

“Mercy has a management contract with elder care alliance, a non-profit public benefit corporation that is the sole corporate member of mercy, to provide management services including, but not limited to, marketing, human resources, accounting, information technology services, risk management, clinical oversight and insurance. Elder care alliance hired bing isenberg as interim cfo through korn ferry, a consulting firm. As elder care alliance's interim cfo, bing reported to the ceo and board of directors and her responsibilities included: overseeing all financial and accounting functions including financial close, financial planning & analysis, cash management, financing, tax and regulatory financial compliance, payroll and accounts payable; leading the information technology function, responsible for strategy and delivery, including infrastructure and application support operations; and managing insurance strategy and broker partners. The professional services expense to korn ferry was paid by elder care alliance directly. The total amount paid to korn ferry for cfo services was $475,773. The organization was unable to obtain additional information regarding funds provided directly to bing. Bing left the organization in may 2024.”

“The organization's sole corporate member is elder care alliance.”

“Through 12/31/23 all directors were appointed by the board of directors of elder care alliance, except for the ex-officio director and the initial directors appointed by the incorporator. The president/chief executive officer (or acting president/chief executive officer) of elder care alliance served on the board as an ex-officio director with full voting rights for as long as he or she held the office of president/chief executive officer of elder care alliance. As of 1/1/24, after the affiliation with transforming age, if not already serving on the board of directors, the chair and the vice-chair of transforming age's board of directors are ex-officio voting members of the board of directors. Transforming age's secretary and treasurer are also the secretary and treasurer, respectively, of this organization. Transforming age has the power to remove and replace any members of the board of directors.”

“Through 12/31/23, the following actions regarding mercy retirement and care center ("mrcc") required the specific approval of the facility and program sponsor - i.e. The individuals in their canonical capacity (or their designees), who constitute the institute leadership team of the sisters of mercy of the americas, a public juridic person of the roman catholic church: (a) approval of any material conflict-of-interest, affiliate or similar transaction between mrcc, on the one hand, and the corporation and/or an affiliate of the corporation, on the other hand; provided that approval of the facility and program sponsor was not required for commercial transactions between mrcc and the corporation and/or its affiliates, if such transaction was entered into in the ordinary course of business and at arm's length terms and did not exceed monetary limits established from time to time by elder care alliance and approved by the facility and program sponsor; (b) final approval of any deficit operating and/or capital budget of mrcc; (c) approval of all unbudgeted operating and capital expenditures of mrcc in excess of monetary limits established from time to time in accordance with the policies and norms of the facility and program sponsor; (d) approval of the merger or reorganization of mrcc; (e) approval of the sale, transfer or disposition of all or any assets of mrcc in excess of monetary limits established from time to time by facility and program sponsor and in accordance with the policies and norms of the facility and program sponsor (f) approval of any debt or encumbrance of the corporate real estate of mrcc; (g) approval of any amendments to the articles of incorporation or bylaws of mrcc that would alter the corporate purpose, affiliation, reserved rights or any sponsor relationship of mrcc; (h) approval of any changes to the mission and common values statement of mrcc; (i) approval of any revision or amendment to the mrcc statement of catholic identity; (j) approval of all matters of mrcc impacting the catholic identity of mrcc and its programs and services, including , but not limited to, adherence to and compliance with the ethical and religious directives for catholic health care and the mrcc statement of catholic identity; (k) any other matters which may have been required by civil or roman catholic canon law regarding mrcc to be submitted to the institute of the sisters of mercy of the americas, or which the mrcc board of directors may request be submitted. As of 1/1/24, after the transforming age affiliation, transforming age, as the sole member, has the right to (a) amend the articles of incorporation and bylaws; (b) adopt a plan of merger or consolidation; (c) authorize the sale, lease or exchange of substantially all of the organization's assets if not in the ordinary course of business; (d) authorize the organization's voluntary dissolution or revoke the proceedings thereof; (e) convert the organization into a for-profit corporation; and (f) adopt a plan for the distribution of the organization's assets.”

“The form 990 was prepared by an independent accounting firm based on information provided by the accounting department of the organization. The draft form 990 was reviewed by the controller and cfo. It was then provided to the board for review before filing.”

“Through 12/31/23, annually, the secretary of elder care alliance caused to be prepared updated conflict of interest disclosure forms from the board of directors, officers, key employees, and members of committees with board-delegated authority. The secretary prepared a table summarizing the disclosures made and presented the table to the board of directors for their information. If an apparent conflict of interest was identified, the matter was referred to a committee of the board for review and action such as requiring an interested director to recuse himself or herself from a vote on the matter or terminating a business relationship entered into in violation of the policy. As of the affiliation with transforming age on 1/1/2024, the conflict of interest policy applies to all members of the board of directors and employees. Annually, the conflict of interest form is distributed to the board of directors and officers. The president & ceo reviews the completed forms and identifies if any conflicts exist. Any actual or perceived conflict of interest of any governing board member or officer shall be disclosed to the other members of the board or highest level of management (president & ceo) and made a matter of record at the soonest possible time. Any governing board member having a possible conflict of interest shall not vote or use personal influence on the matter, and shall not be counted in determining the quorum for the meeting, even where permitted by law. The minutes of the meeting shall reflect that disclosure was made, the abstention from voting, and the quorum.”

“Form 990, part vi, section b, lines 15a and 15b have both been answered no (as mandated by the form 990 instructions), as the ceo, officers, and key employees of the organization are compensated by a related organization.”

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

“The officers that have compensation presented in form 990, part vii, section a of the form 990 provide executive management support and overall guidance to transforming age and its related and supported affiliates. The entire transforming age system serves approximately 14,000 people in senior and affordable housing and community-based services, employs 2,300 employees, generates $266 million in total annual operating revenue and has $1.055 billion in total assets.”

“Unrealized gain on swaps 602,237.”