2023-11-14T11:01:41-06:00 2022-12-31 990 2022-01-01 566036688 THE MEDICAL FOUNDATION OF WAKE FOREST UNIVERSITY HEALTH SCIENCES AND NORTH CAR MEDI 3367164445 MEDICAL CENTER BOULEVARD WINSTONSALEM NC 27157 BRADLEY A CLARK TREASURER 3367164445 2023-11-14 BRADLEY CLARK 999009999 0 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z JULIE A FREISCHLAG MD MEDICAL CENTER BOULEVARD WINSTONSALEM NC 27157 111234 0 X N/A X 1952 NC TO AID AND PROMOTE, BY FINANCIAL ASSISTANCE AND OTHERWISE, ALL TYPES OF EDUCATION, SERVICE AND RESEARCH IN THE FIELDS OF PREVENTIVE AND CURATIVE MEDICINE 2 0 0 3 0 0 0 0 0 0 181953 111234 -62832 -99281 119121 11953 0 0 0 0 0 0 0 0 0 0 0 0 0 119121 11953 12625570 12150271 59623 59623 12565947 12090648 X TO AID AND PROMOTE, BY FINANCIAL ASSISTANCE AND OTHERWISE, ALL TYPES OF EDUCATION, SERVICE AND RESEARCH IN THE FIELDS OF PREVENTIVE AND CURATIVE MEDICINE; THE SCIENTIFIC DEVELOPMENT AND GENERAL IMPROVEMENT OF WAKE FOREST UNIVERSITY HEALTH SCIENCES ("WFUHS") AND NORTH CAROLINA BAPTIST HOSPITAL ("NCBH"); TO ENLARGE AND IMPROVE THE FACILITIES OF WFUHS AND NCBH; TO RENDER AID AND ASSISTANCE TO WFUHS AND NCBH BY PROMOTION OF MEDICAL SCIENCE AND MEDICAL KNOWLEDGE, PUBLICATION AND DISTRIBUTION OF LITERATURE IN FURTHERENCE OF SUCH PURPOSES; AND TO AID/ASSIST WFUHS AND NCBH IN EDUCATION AND TRAINING OF PHYSICIANS, NURSES, TECHNICIANS AND SCIENTISTS SUCH THAT WFUHS AND NCBH QUALITY OF TRAINING AND SERVICE SHALL BE STEADILY IMPROVED. 0 0 TO RENDER AID AND ASSISTANCE TO WFUHS AND NCBH IN THEIR PURSUITS BY APPROVED METHODS FOR THE PROMOTION OF MEDICAL SCIENCE AND MEDICAL KNOWLEDGE, THE PUBLICATION AND DISTRIBUTION OF LITERATURE, THE EDUCATION AND TRAINING OF PHYSICIANS, NURSES, TECHNICIANS AND SCIENTISTS FOR PRACTICE OR EMPLOYMENT WITHIN NORTH CAROLINA AND ELSEWHERE, AND IMPROVE THE QUALITY OF TRAINING AND SERVICE RENDERED. 1 0 0 0 0 0 0 0 0 1 1 0 1 0 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X 2 0 0 0 0 0 1 1 0 1 1 0 0 1 1 1 1 1 1 0 0 0 X ERIN KOEWING 3367164445 MEDICAL CENTER BLVD WINSTONSALEM NC 27157 X JULIE A FREISCHLAG MD TRUSTEE & PRESIDENT 0.10 39.90 X X 0 5155928 668096 BRADLEY A CLARK TRUSTEE & TREASURER 0.10 39.90 X X 1335054 0 135513 J MCLAIN WALLACE JR SECRETARY 0.10 39.90 X 984139 0 159721 2319193 5155928 963330 0 0 1 1 0 55321 55321 99281 -99281 -99281 -99281 55913 0 55913 55913 55913 11953 0 0 11953 0 0 0 0 2950505 3413288 203390 203390 3358713 1295526 2069826 2063187 7401849 6470406 12625570 12150271 59623 59623 59623 59623 X 12565947 12090648 12565947 12090648 12625570 12150271 11953 -487252 0 X 0 1 X 1 0 X X 2 WFU HEALTH SCIENCES 223849199 2 1 0 0 NC BAPTIST HOSPITAL 560552787 3 1 0 0 2 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 7401849 -607272 324171 6470406 6985182 575915 159248 7401849 5748753 1557500 321071 6985182 6007187 61985 320419 5748753 6088927 242944 324684 6007187 1.00000 0 1 1 2000721 2000721 1357992 1295526 62466 2063187 VERGER INVESTMENT FUND 6470406 F 6470406 ANNUITY PAYABLE 48633 SECURITY DEPOSITS 10990 59623 X PART V, LINE 4: ENDOWMENT FUNDS PROVIDE AID AND ASSISTANCE TO WAKE FOREST UNIVERSITY HEALTH SCIENCES AND TO NORTH CAROLINA BAPTIST HOSPITAL IN THE EDUCATION AND TRAINING OF PHYSICIANS, NURSES, TECHNICIANS AND SCIENTISTS FOR PRACTICE OR EMPLOYMENT. PART X, LINE 2: THE ORGANIZATION HAS EVALUATED UNCERTAIN TAX POSITIONS FOR ITS CALENDAR YEAR ENDED DECEMBER 31, 2022 AND SHORT PERIOD ENDED DECEMBER 31, 2021, INCLUDING A QUANTIFICATION OF TAX RISK IN AREAS SUCH AS UNRELATED BUSINESS TAXABLE INCOME AND THE TAXATION OF ITS JOINT VENTURES. THIS EVALUATION DID NOT HAVE A MATERIAL EFFECT ON THE ORGANIZATION'S FINANCIAL STATEMENTS FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2022 AND SHORT PERIOD ENDED DECEMBER 31, 2021. 0 1 0 0 0 0 0 0 0 JULIE A FREISCHLAG MD TRUSTEE & PRESIDENT 0 2280990 0 2286000 0 588938 0 641866 0 26230 0 5824024 0 513500 BRADLEY A CLARK TRUSTEE & TREASURER 790574 0 506925 0 37555 0 100623 0 34890 0 1470567 0 34657 0 J MCLAIN WALLACE JR SECRETARY 590200 0 252513 0 141426 0 144251 0 15470 0 1143860 0 116382 0 PART I, LINE 4B CERTAIN TRUSTEES AND OFFICERS OF THE FILING ORGANIZATION PARTICIPATED IN AND/OR RECEIVED PAYMENTS FROM A NON-QUALIFIED DEFERRED COMPENSATION PLAN (RESTORATION OR SERP). THE DETERMINATION OF THE PAYMENT AMOUNT FROM THE NON-QUALIFIED DEFERRED COMPENSATION PLANS FOLLOWED THE EMPLOYMENT ORGANIZATION'S COMPENSATION PROCEDURES. THE FOLLOWING TRUSTEE AND OFFICER RECEIVED PAYMENTS FROM A NON-QUALIFIED DEFERRED COMPENSATION PLAN DURING THE CURRENT TAX YEAR: JULIE A. FREISCHLAG, MD $513,500 BRADLEY A. CLARK $34,775 J. MCLAIN WALLACE, JR. $116,382 FORM 990, PART VII, LINE 5 COMPENSATION FROM UNRELATED ORGANIZATIONS BRADLEY A. CLARK WAS COMPENSATED BY THE CHARLOTTE-MECKLENBURG HOSPITAL AUTHORITY ("CMHA", DOING BUSINESS AS ATRIUM HEALTH), AN AFFILIATED BUT UNRELATED ORGANIZATION, FOR SERVICES RENDERED TO THE ORGANIZATION. SEE PART VII AND SCHEDULE J FOR HIS COMPENSATION. J. MCLAIN WALLACE, JR. WAS COMPENSATED BY WAKE FOREST UNIVERSITY BAPTIST MEDICAL CENTER, AN AFFILIATED BUT UNRELATED ORGANIZATION, FOR SERVICES RENDERED TO THE ORGANIZATION. SEE PART VII AND SCHEDULE J FOR HIS COMPENSATION. FORM 990, PART VI, SECTION A, LINE 6 THE FILING ORGANIZATION HAS TWO MEMBERS, WAKE FOREST UNIVERSITY HEALTH SCIENCES AND NORTH CAROLINA BAPTIST HOSPITAL. EACH OF THE MEMBERS IS ALSO A NORTH CAROLINA NONPROFIT CORPORATION. FORM 990, PART VI, SECTION A, LINE 7A THE BOARD OF TRUSTEES OF THE FILING ORGANIZATION IS ELECTED BY THE ORGANIZATION'S TWO MEMBERS, WAKE FOREST UNIVERSITY HEALTH SCIENCES AND NORTH CAROLINA BAPTIST HOSPITAL. FORM 990, PART VI, SECTION B, LINE 11B THE FILING ORGANIZATION'S BOARD OF TRUSTEES RECEIVES A COPY OF THE FORM 990 WITH SUFFICIENT TIME TO PERMIT REVIEW, COMMENT AND QUESTIONS PRIOR TO ITS FILING. IF MODIFICATIONS ARE REQUIRED FOLLOWING SUCH REVIEW, THE REVISED FORM 990 IS REDISTRIBUTED PRIOR TO ITS FILING WITH THE IRS, ALONG WITH A SUMMARY OF THE MODIFICATIONS. FORM 990, PART VI, SECTION B, LINE 12C THE ORGANIZATION QUERIES ITS BOARD MEMBERS AND OFFICERS WITH RESPECT TO POTENTIAL CONFLICTS OF INTEREST ANNUALLY, AND AS THEY ARISE. ANY POTENITAL CONFLICTS DISCLOSED ARE REVIEWED AND MANAGED IN ACCORDANCE WITH THE ORGANIZATION'S CONFLICTS OF INTEREST POLICY. FORM 990, PART VI, SECTION B, LINE 15 THE FILING ORGANIZATION DOES NOT PAY COMPENSATION TO TRUSTEES FOR THEIR EFFORT DEVOTED TO THE ORGANIZATION. CERTAIN OFFICERS AND TRUSTEES ARE EMPLOYED BY A RELATED ORGANIZATION, WAKE FOREST UNIVERSITY HEALTH SCIENCES (WFUHS) AND BY UNRELATED BUT AFFILIATED ORGANIZATIONS, WAKE FOREST UNIVERSITY BAPTIST MEDICAL CENTER (WFUBMC) AND CHARLOTTE MECKLENBURG HOSPITAL AUTHORITY (CMHA) AND THE DETERMINATION OF THE COMPENSATION OF SUCH INDIVIDUALS IS CONDUCTED VIA THE PROCESS UTILIZED BY THE WFUBMC BOARD, AS FOLLOWS: THE DIVERSITY, INCLUSION, & COMPENSATION COMMITTEE (THE "COMMITTEE") OF THE ATRIUM HEALTH, INC. BOARD OF DIRECTORS HAS AUTHORITY AS THE WFUBMC BOARD DELEGATES TO IT, FOR THE REVIEW AND APPROVAL OF SENIOR EXECUTIVE COMPENSATION, INCLUDING SENIOR EXECUTIVE INCENTIVE PLANS. NO MEMBER OF THE COMMITTEE IS AN EMPLOYEE OF WFUBMC OR OF THE FILING ORGANIZATION. THE COMMITTEE RELIES UPON AN EXTERNAL, INDEPENDENT COMPENSATION CONSULTANT EXPERIENCED IN HEALTHCARE TO PROVIDE THE COMMITTEE WITH COMPENSATION COMPARABILITY DATA FOR NEW EXECUTIVE POSITION APPOINTMENTS AND FOR COMPENSATION REVIEWS FOR EXISTING EXECUTIVES. THE CONSULTANT, WHICH IS RETAINED DIRECTLY BY THE COMMITTEE, PROVIDES THIRD-PARTY INFORMATION AND EVALUATES THE COMPETITIVENESS AND REASONABLENESS OF EXECUTIVE COMPENSATION AND BENEFITS PROGRAMS IN RELATION TO MARKET PRACTICES FOR SIMILARLY SITUATED HEALTHCARE ORGANIZATIONS. THE COMMITTEE MAKES ITS DECISIONS WITH RESPECT TO EXECUTIVE COMPENSATION IN ACCORDANCE WITH WFUBMC'S AND THE FILING ORGANIZATION'S POLICIES, IRS REGULATIONS, AND STANDARD CORPORATE GOVERNANCE PRACTICES. SUCH POLICIES INCLUDE ADHERENCE TO EXECUTIVE COMPENSATION PHILOSOPHY AND REVIEW PROCESSES; PROCESSES ENSURING COMMITTEE MEMBER AND COMPENSATION CONSULTANT INDEPENDENCE; USE OF VALID MARKET COMPARISONS OF DATA FROM HEALTHCARE ORGANIZATIONS OF SIMILAR SIZE, STRUCTURE, AND COMPLEXITY AND ESTABLISHMENT OF THE REBUTTABLE PRESUMPTION OF REASONABLENESS, PER IRS GUIDELINES. MINUTES OF THE DELIBERATIONS OF THE COMMITTEE ARE MAINTAINED IN THE ATRIUM HEALTH, INC. LEGAL DEPARTMENT. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION'S ARTICLES OF INCORPORATION ARE AVAILABLE TO THE PUBLIC ON REQUEST AND ARE AVAILABLE ON THE WEBSITE OF THE NORTH CAROLINA SECRETARY OF STATE. THE ORGANIZATION'S BYLAWS ARE NOT PUBLISHED, BUT PROVISIONS FROM THE BYLAWS ARE INCLUDED AS NECESSARY IN THE ORGANIZATION'S POLICIES, AND ARE ATTACHED TO THE FORM 1023 FILED FOR THE ORGANIZATION WITH THE IRS, WHICH IS PUBLICLY AVAILABLE. THE CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC ON REQUEST. PART VII, SECTION A, COLUMN B - HOURS JULIE A. FREISCHLAG, MD FILING ORG 0.1 RELATED ORG 31.4 UNRELATED ORG 8.5 BRADLEY A. CLARK FILING ORG 0.1 RELATED ORG 3.2 UNRELATED ORG 36.7 J. MCLAIN WALLACE, JR. FILING ORG 0.1 RELATED ORG 18.8 UNRELATED ORG 21.1 A MEDICAL CENTER INTEGRATION AGREEMENT ("MCIA") WAS ORIGINALLY ENTERED INTO IN 2010 AMONG FOUR PARTIES: WAKE FOREST UNIVERSITY ("WFU"), WAKE FOREST UNIVERSITY HEALTH SCIENCES ("WFUHS"), WAKE FOREST UNIVERSITY BAPTIST MEDICAL CENTER ("WFUBMC"), AND NORTH CAROLINA BAPTIST HOSPITAL ("NCBH"). PURSUANT TO THE TERMS OF THE ORIGINAL MCIA, THE OPERATION OF WFUHS AND NCBH, AND ALL OF THE RESPECTIVE SUBSIDIARIES OF EACH, IS DELEGATED TO WFUBMC. ADDITIONALLY, THE CORPORATE OFFICERS OF WFUBMC GENERALLY SERVE AS THE CORPORATE OFFICERS OF WFUHS AND NCBH. THE MCIA WAS REVISED AND RESTATED IN 2020 TO DELEGATE OVERSIGHT AND MANAGEMENT AUTHORITY OVER WFUBMC TO ATRIUM HEALTH, INC. ("AHI"). CERTAIN DIRECTORS AND/OR CORPORATE OFFICERS OF WFUHS, NCBH, & WFUBMC ALSO SERVE AS DIRECTORS OR CORPORATE OFFICERS OF AHI. WFUHS AND NCBH ARE ORGANIZATIONS RELATED TO THE FILING ORGANIZATION. WFU, WFUBMC, AND AHI ARE ORGANIZATIONS UNRELATED TO THE FILING ORGANIZATION. THUS, CERTAIN DIRECTORS AND OFFICERS OF THE FILING ORGANIZATION DEVOTE HOURS TO RELATED ORGANIZATIONS (NCBH & WFUHS) AND UNRELATED ORGANIZATIONS (WFUBMC, WFU, AND AHI) AS SHOWN IN THE BREAKDOWN OF HOURS ABOVE. WAKE FOREST UNIVERSITY HEALTH SCIENCES MEDICAL CENTER BOULEVARD WINSTONSALEM NC 27157 223849199 HEALTHCARE, EDUCATION, & RESEARCH NC 501(C)(3) LINE 2 WAKE FOREST UNIVERSITY 0 NORTH CAROLINA BAPTIST HOSPITAL MEDICAL CENTER BOULEVARD WINSTONSALEM NC 27157 560552787 HEALTHCARE NC 501(C)(3) LINE 3 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 1 0