2019-08-14T09:25:52-05:00 2018-09-30 010464526 Baker Newman & Noyes LLC Box 507 Portland ME 04112 990 2017-10-01 043476764 Longwood Medical Energy Collaborative Inc LONG 6174321501 180 Longwood Avenue No 101 Boston MA 02115 Gretchen May President & Executive Director 6174321501 2019-08-12 1 Nicholas E Porto P01310283 2078792100 2019-08-12 208.105.168.164 2019-08-12 10:47:03 ED P 89E582745F398AB9123794375B037D04AD0E63E3 86AD5A998A217BD7885303F5109AB5202568ED7D 2017 2019-02-21 02:37:17Z Gretchen May 180 Longwood Avenue No 101 Boston MA 02115 709350 0 X N/A X 1999 MA Plan, coordinate, and implement energy-related initiatives for the benefit of (see Schedule O) Harvard Medical School and its affiliated academic medical centers in the Longwood Medical Area of Boston. 14 3 1 4 0 0 0 0 1172993 709350 0 0 0 0 1172993 709350 0 0 0 0 266951 322386 0 0 0 906042 386964 1172993 709350 0 0 596590 349878 596590 349878 0 0 Plan, coordinate, and implement energy-related initiatives for the benefit of Harvard Medical School and its affiliated academic medical centers in the Longwood Medical Area of Boston. 0 0 654506 709350 Longwood Medical Energy Collaborative engaged in planning and coordination for the purpose of promoting energy conservation and securing efficient energy sources that will meet the specialized needs of Harvard Medical School and its affiliated academic medical centers in the Longwood Medical Area of Boston. 654506 1 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 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 8 0 1 1 1 0 0 0 0 0 0 0 0 0 0 X 14 3 1 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 0 0 MA X Gretchen May 6174321501 180 Longwood Avenue No 101 Boston MA 02115 X Douglas C Garron Director 1.00 60.00 X 0 280273 62445 Elizabeth H Gerlach Alternate Director 1.00 54.00 X 0 203275 40243 Jack Higham Alternate Director 1.00 40.00 X 0 354530 45770 Lisa Hogarty Alternate Director 1.00 55.00 X 0 581363 40674 William Johnston Director 1.00 1.00 X 0 0 0 Stephen R Karp Director 1.00 5.00 X 0 0 0 Eliot Lurier Director 1.00 39.00 X 0 338900 51836 Steve Maiorisi Director 1.00 60.00 X 0 168124 19147 Maria Papola Megdal Director 1.00 50.00 X 0 478521 56340 Elizabeth Nabel Director 1.00 40.00 X 0 2538961 40951 John O'Connor Director 1.00 1.00 X 0 0 0 Peter J Stroup Director (part year) 1.00 60.00 X 0 244709 58004 Walter Armstrong Co-Chair 1.00 60.00 X X 0 405603 47415 G Marshall Moriarty Co-Chair (part year) 1.00 1.00 X X 0 0 0 Christopher Dunleavy Co-Chair & Treasurer 1.00 40.00 X X 0 980109 16567 Dorothy Puhy Treasurer (part year) 1.00 50.00 X X 0 924842 44492 Michele Garvin Clerk 1.00 55.00 X X 0 834510 43775 Gretchen E May President & Executive Director 1.00 60.00 X 0 234877 21994 Andrew Cohn Former President & CEO 0.00 0.00 X 259195 0 0 259195 8568597 589653 1 1 1 0 Ropes & Gray LLP Prudential Tower 800 Boylston Stre Boston MA 021993600 Legal Services 210612 Vatic Associates 9700 Glebe Lane Amelia VA 23002 Consulting Services 125829 The Brattle Group One Beacon Street Suite 2600 Boston MA 02108 Consulting Services 124484 3 Support from Members 541610 709350 709350 709350 709350 709350 0 0 X 238875 238875 83511 83511 47460 47460 20926 20926 38764 38764 261275 261275 2459 2459 10409 10409 671 671 5000 5000 709350 654506 54844 0 380643 315756 68675 0 1935 11222 145337 22900 596590 349878 51535 71355 420888 184110 124167 94413 596590 349878 X 0 0 596590 349878 0 0 X X 0 1 X 1 0 X X 6 Beth Israel Deaconess Medical Center Inc 042103881 3 1 136203 0 Joslin Diabetes Center Inc 042203836 3 1 13270 0 Children's Hospital Corporation 042774441 3 1 181749 0 President and Fellows of Harvard College 042103580 2 1 121525 0 Dana Farber Cancer Institute Inc 042263040 7 1 95774 0 Brigham & Women's Hospital Inc 042312909 3 1 160829 0 6 709350 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 Schedule A, Part I, Line 12g, Column v: The amount of support listed Schedule A, Part I, Line 12g, Column v is an allocation of total expenses from Form 990, Part IX in direct proportion to the membership fees received by the respective supported organizations. The amounts listed represent amounts expended by Longwood Medical Energy Collaborative to or for the benefit of the supported organizations in carrying out LMEC's exempt mission on behalf of its supported organizations. Schedule A, Part IV, Section B, Line 1: LMEC has six (6) Member Corporations, each of which is a corporation that is exempt from federal income taxation pursuant to the provisions of Section 501(c)(3) of the Internal Revenue Code. Under the LMEC governing documents, each member appoints two directors to sit on the LMEC governing board, one from such Member's senior management and the other from the Member's governing board (except that the President and Fellows of Harvard College may appoint an alternate in lieu of a Member of their governing board), and each corporate Member may appoint an alternate to attend and vote at meetings of the Board of Directors in the absence of either of the directors it appoints. The bylaws provide that the Directors appointed by each Member jointly have one vote, and in the event of any disagreement between such directors, the vote of such Member shall be disregarded. An appointed Director may be suspended or removed with or without cause by the Member that appointed such Director. 0 Due from BCD Hospital Energy Collaborative 22900 22900 Due to Harvard Medical School 94413 94413 X 709350 0 709350 0 709350 709350 0 709350 0 709350 Part X, Line 2: LMEC is a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code (the Code) and is exempt from federal income taxes on related income pursuant to Section 501(a) of the Code. Tax-exempt organizations could be required to record an obligation for income taxes as the result of a tax position they have historically taken on various tax exposure items including unrelated business income or tax status. LMEC has evaluated the position taken on its filed tax returns. LMEC has evaluated the positions taken on its filed tax returns. LMEC has concluded that no uncertain income tax positions exist at September 30, 2018. LMEC's tax years from 2015 through 2018 are potentially subject to examination. X X 0 1 0 0 0 0 0 0 0 Douglas C Garron Director 0 275785 0 4000 0 488 0 34491 0 27954 0 342718 0 0 Elizabeth H Gerlach Alternate Director 0 178094 0 24096 0 1085 0 15464 0 24779 0 243518 0 0 Jack Higham Alternate Director 0 292328 0 49155 0 13047 0 24900 0 20870 0 400300 0 0 Lisa Hogarty Alternate Director 0 416121 0 91673 0 73569 0 14041 0 26633 0 622037 0 0 Eliot Lurier Director 0 335421 0 0 0 3479 0 20640 0 31196 0 390736 0 0 Steve Maiorisi Director 0 99728 0 65000 0 3396 0 10625 0 8522 0 187271 0 0 Maria Papola Megdal Director 0 382875 0 79958 0 15688 0 38190 0 18150 0 534861 0 0 Elizabeth Nabel Director 0 1357200 0 448645 0 733116 0 29700 0 11251 0 2579912 0 0 Peter J Stroup Director (part year) 0 207910 0 7000 0 29799 0 31931 0 26073 0 302713 0 0 Walter Armstrong Co-Chair 0 339284 0 39129 0 27190 0 25030 0 22385 0 453018 0 0 Christopher Dunleavy Co-Chair & Treasurer 0 728831 0 113220 0 138058 0 14850 0 1717 0 996676 0 0 Dorothy Puhy Treasurer (part year) 0 685042 0 172998 0 66802 0 38190 0 6302 0 969334 0 0 Michele Garvin Clerk 0 541028 0 188471 0 105011 0 21600 0 22175 0 878285 0 0 Gretchen E May President & Executive Director 0 187603 0 47153 0 121 0 21785 0 209 0 256871 0 0 Andrew Cohn Former President & CEO 259195 0 0 0 0 0 0 0 0 0 259195 0 0 0 Part I, Line 3 Ms. May's compensation was set in advance by the LMEC Executive Committee, which had oversight for LMEC compensation matters. The Executive Committee reviewed and discussed the proposed compensation terms for the position and approved the compensation arrangements for the President and Executive Director. The Executive Committee deliberations were documented in minutes, and the LMEC members approved the hiring and compensation of Ms. May, which was contemporaneously documented in minutes. Part I, Line 4b Various individuals included in Form 990, Part VII, participate in or receive payment from a supplemental non-qualified plan sponsored by related organizations. Each individual's participation in those plans arise in their capacity as employees or officers of those related organizations and are not compensation for services rendered to LMEC. Only the individuals mentioned below participated in or received compensation from non-qualified plans. Descriptions of the related-party non-qualified plans are as follows: Children's Hospital Corporation made contributions to the supplemental non-qualified retirement plan for the individual listed below. Contribution amounts are generally based on a percentage of compensation. Participants of the supplemental executive retirement plan are fully vested. All payments with respect to a participant's separation from service will be made in a single sum following the separation from service unless participant has elected to receive the accrued interest portion of his or her account in three annual installments. Michele Garvin, received in 2017, a contribution of $70,566. During the 2017 calendar year, Beth Israel Deaconess Medical Center was a participating employer in the Beth Israel Deaconess Medical Center 457(b) Plan. Pursuant to these plans, eligible employees receive certain retirement benefits and/or can defer part of their compensation. Under the definitions to this Form 990, these plans are considered supplemental nonqualified retirement plans. Amounts deferred by participants or received by participants and related to these plans are included in Form 990, Schoedule J, Part II, Column B(iii), Other Reportable Compensation, and/or Form 990, Schedule J, Part II, Column C, Deferred Compensation, in accordance with the instructions to the Form 990. The following individuals received deferred compensation from the above-described non-qualified retirement plans: Walter Armstrong received, during 2017, combined payments of $24,595. Dana Farber Cancer Institute (DFCI) offers a 457(f) retirement plan which is a nonqualified retirement plan that provides an additional retirement savings opportunity to participants in the qualified DFCI Retirement Plan whose annual compensation exceeds the federal limit on allowable compensation. Taxable amounts are included as reportable compensation in Schedule J, Part II, Column (B)(iii): Dorothy Puhy received, during 2017, contributions of $52,325. Maria Papola Megdal received, during 2017, contributions of $14,729. Form 990, Part VI, Section A, line 2 The following groups of two or three individuals have business relationships with one another which arise from each set of individuals' mutual affiliation with one of LMEC's Member organizations: -- William Johnston, member of the Beth Israel Deaconess Medical Center, Inc. (BIDMC) governing board, Walter Armstrong, Senior Vice President, Capital Engineering and Facilities of BIDMC, and Elizabeth Gerlach, Deputy General Counsel of BIDMC (Ms. Gerlach serves as an alternate BIDMC representative to the LMEC governing board and may attend and vote at meetings in the absence of either of the directors appointed by BIDMC); -- G. Marshall Moriarty, member of Brigham & Women's Hospital, Inc. (BWH) governing board, Christopher Dunleavy, Senior Vice President and Chief Financial Officer of BWH, Elizabeth Nabel President of BWH, and Jack Higham, Office of General Counsel, Partners Healthcare (Mr. Higham serves as an alternate BWH representative to the LMEC governing board and may attend and vote at meetings in the absence of either of the directors appointed by BWH); -- Stephen R. Karp, member of Children's Hospital's governing board, Lisa Hogarty, Senior Vice President, Real Estate Planning and Development of Children's Hospital (Ms. Hogarty serves as an alternate Children's Hospital representative to the LMEC governing board and may attend and vote at meetings in the absence of either of the directors appointed by Children's), and Michele Garvin, Senior Vice President and General Counsel of Children's Hospital; -- John O'Connor, member of Dana-Farber Cancer Institute, Inc. (DFCI) governing board, Dorothy Puhy, Executive VP and Chief Operating Officer of DFCI, and Maria Papola Megdal, Vice President, Facilities Management and Real Estate of DFCI; and -- Douglas Garron, Managing Director of Energy and Facilities of Harvard University, Steve Maiorisi, Chief Campus Planning and Facilities Officer of Harvard University, and Peter Stroup, Director of Facilities of Harvard University. Form 990, Part VI, Section A, line 6 The Members of the Organization are Beth Israel Deaconess Medical Center, Inc., Brigham and Women's Hospital, Inc., Children's Medical Center Corporation, Dana-Farber Cancer Institute, Inc., Joslin Diabetes Center, Inc., and President and Fellows of Harvard College. At any special or regular meeting the Members may increase the number of Members and elect new Members to complete the number so fixed by a vote of majority of the Members then in office; or they may decrease the number of Members, but only to eliminate vacancies caused by the resignation, removal, or disqualification of one or more Members. Membership in the Organization shall be limited to organizations that are exempt from federal income taxation pursuant to the provisions of Section 501(c)(3) of the Internal Revenue Code. Each Member shall continue to be a Member until it dissolves, resigns, is removed, or becomes disqualified. Form 990, Part VI, Section A, line 7a LMEC has six Member Corporations, each of which is a corporation that is exempt from federal income taxation pursuant to the provisions of Section 501(c)(3) of the Internal Revenue Code. Under the LMEC bylaws, each corporate Member appoints two directors to sit on the LMEC Governing Board, one from such Member's senior management and the other from the Member's governing board (except that President and Fellows of Harvard College, "Harvard," may appoint an alternate in lieu of a Member of the Harvard governing board), and each corporate Member may appoint an alternate to attend and vote at meetings of the Board of Directors in the absence of either of the directors it appoints. The bylaws provide that the Directors appointed by each Member jointly have one vote, and in the event of any disagreement between such directors, the vote of such Member shall be disregarded. An appointed Director may be suspended or removed with or without cause by the Member that appointed such director. Form 990, Part VI, Section A, line 7b The authority of the Directors to exercise the following powers is conditioned upon approval by two-thirds of the total of the Members: a. To add new Members b. To change capital call obligations of the Members, if any c. To refinance or approve any unbudgeted debt instruments, bonds, notes, or guarantees d. To enter into or renegotiate any mortgages on or security interest in the Corporation's real property or physical plant, except for those mortgages or material liens entered into pursuant to previously approved financings. e. To add new customers f. To change auditors g. To file for bankruptcy h. To employ or terminate employment of the chief executive officer or chief financial officer of the Corporation. i. To make material changes in the sale or repurchase of energy from third parties j. To approve or make material changes to any standard user contract In addition to these reserved powers, the Members shall have such other powers and rights as the Directors may designate. Form 990, Part VI, Section B, line 11b The Form 990, prepared by an independent public accounting firm, is reviewed by the President of Longwood Medical Energy Collaborative, Inc. ("LMEC"). The complete Form 990 is presented to the Audit Committee of LMEC for review and discussion. A copy of the complete return is then provided to each member of the LMEC Board of Directors prior to submission to the Internal Revenue Service. Form 990, Part VI, Section B, line 12c Longwood Medical Energy Collaborative, Inc. (LMEC) has a conflict of interest policy which establishes that directors, officers, and other necessary individuals have an ongoing duty to disclose the existence of financial interests which may result in a conflict of interest. To administer the conflict of interest policy, annually LMEC distributes a copy of the policy along with a conflict of interest form. The conflict of interest form must be returned by each such individual annually to affirm that he or she (i) has received a copy of the conflict of interest policy, (ii) has read and understands the policy, and (iii) has agreed to comply with the policy. Any activity that requires action under the conflict of interest policy is subject to review and action through the Board of Directors and the organization's general counsel. Pursuant to the conflict of interest policy, certain activities which could create conflicts of interest are prohibited while other types of relationships are permitted, subject to compliance with disclosure and recusal requirements. Form 990, Part VI, Section B, line 15a During the filing period, Gretchen May was paid by President and Fellows of Harvard College (Harvard) and served as the Longwood Medical Energy Collaborative, Inc. (LMEC) President and Executive Director during the year. Ms. May commenced that role on October 1, 2017, having previously served as a Director of LMEC since July 2011. The Executive Committee of LMEC had oversight for LMEC compensation matters. The Executive Committee reviewed and discussed the proposed compensation terms for the position and approved the compensation arrangements for the President and Executive Director. The Executive Committee deliberations were documented in minutes, and the LMEC Member Organizations also ratified, approved, and confirmed the hiring and compensation of the Executive Director. During the period covered by this filing, LMEC did not have any other officers or key employees. Form 990, Part VI, Section C, line 19 The Organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request. Form 990, Part VII, Section A: Director Compensation: A majority of the Organization's directors are compensated by related organizations, as they serve as representatives of the Organization's supported organizations. However, the compensation reported in Part VII of Form 990 does not represent compensation for the individuals' services in their capacity as officers or directors of Longwood Medical Energy Collaborative. Rather, this compensation reflects remuneration for services those individuals performed in their capacity as full-time employees of those related organizations. Form 990, Part VII, Section A: Alternate Board Members The Organization is listing in Part VII, Section A one or more alternate board members. According to the bylaws, alternate board members may be appointed by certain Member organizations of LMEC to have the power to vote on all matters that come before the governing body in the absence of a board member from their respective organization. Form 990, Part IX, line 11g Energy Conservation and Efficiency Services: Program service expenses 261,275. Management and general expenses 0. Fundraising expenses 0. Total expenses 261,275. Form 990, Part XII, Line 2c: Oversight of Audit The Organization has an audit committee that performs general oversight of the audit process. The audit process has not changed from the prior year. Beth Israel Deaconess Medical Center Inc 330 Brookline Avenue Boston MA 02115 042103881 Tertiary Care Academic Medical Center MA 501(c)(3) Line 3 N/A 0 Joslin Diabetes Center Inc One Joslin Place Boston MA 02115 042203836 Education Research Healthcare Facility MA 501(c)(3) Line 3 N/A 0 Children's Hospital Corporation 300 Longwood Avenue Boston MA 02115 042774441 Education Research Healthcare Facility MA 501(c)(3) Line 3 Children's Medical Center Corp 0 President and Fellows of Harvard College 1033 Massachusetts Avenue 3rd Floor Cambridge MA 02138 042103580 Education MA 501(c)(3) Line 2 N/A 0 Dana Farber Cancer Institute Inc 450 Brookline Avenue Boston MA 02115 042263040 Education Research Healthcare Facility MA 501(c)(3) Line 7 N/A 0 Brigham & Women's Hospital Inc 75 Francis Street Boston MA 02115 042312909 Please see Schedule R, Part VII, Supplemental Information MA 501(c)(3) Line 3 N/A 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 1 1 1 1 0 Schedule R, Part II, Brigham & Women's Hospital: Throughout Brigham Health, every decision we make is guided by our vision of a healthier world, and delivered through our mission of maintaining and restoring health through leadership in compassionate care, scientific discovery and education.