2017-11-08T15:53:30-06:00 2016-12-31 GRANT THORNTON LLP 171 N CLARK ST SUITE 200 CHICAGO IL 60601 990 2016-01-01 237304902 AMERICAN BOARD OF MEDICAL SPECIALTIES RESEARCH AND EDUCATION FOUNDATION % JENNIFER FRONEK AMER 3124362600 353 NORTH CLARK STREET Suite 1400 CHICAGO IL 60654 LOIS MARGARET NORA MD President & CEO 3124362600 2017-11-07 true Bridget T Roche P00666837 3128560200 38.84.128.189 36941220173125000002 2017-11-08 P 93FDFCBE98599CE14EB3A282B258112F38B6AAFB 22D7406747876A322039924BC13534D309B72991 2016 2018-03-14 21:41:22Z LOIS MARGARET NORA MD 353 N Clark St Suite 1400 CHICAGO IL 60654 1441357 false X N/A X 1973 IL SUPPORT THE SCIENTIFIC, SCHOLARLY AND EDUCATION PURPOSES OF THE AMERICAN BOARD OF MEDICAL SPECIALTIES. 13 9 0 11 0 5000 1401775 60871 39582 0 0 0 0 65871 1441357 0 0 0 0 667777 506064 0 0 0 116597 193117 784374 699181 -718503 742176 187427 289350 1479574 824795 -1292147 -535445 X THROUGH ITS ACTIVITIES, THE FOUNDATION SUPPORTS THE SCIENTIFIC, SCHOLARLY AND PUBLIC EDUCATION PURPOSES OF THE AMERICAN BOARD OF MEDICAL SPECIALTIES (1) BY ENCOURAGING AND CONDUCTING RESEARCH TO IMPROVE THE CAPACITY TO MEASURE, ASSESS, AND EVALUATE THE EDUCATIONAL, SCIENTIFIC, CLINICAL AND PROFESSIONAL QUALIFICATIONS AND PERFORMANCE OF PHYSICIANS ENGAGED IN THE PRACTICE OF MEDICAL SPECIALTIES: (2) BY CONDUCTING EDUCATIONAL PROGRAMS AND DISSEMINATING INFORMATION TO THE PUBLIC TO ASSIST ITS RECOGNITION, EVALUATION AND UNDERSTANDING OF THE SIGNIFICANCE AND IMPORTANCE OF INITIAL CERTIFICATION, OF SUB CERTIFICATION AND OF MAINTENANCE OF CERTIFICATION OF PHYSICIANS ENGAGED IN THE PRACTICE OF MEDICAL SPECIALTIES: (3) BY FOSTERING NATIONAL AND INTERNATIONAL COOPERATION AND THE EXCHANGE OF INFORMATION RELATED TO INITIAL CERTIFICATION AND MAINTENANCE OF CERTIFICATION AND PHYSICIAN CONTINUING PROFESSIONAL DEVELOPMENT. false false 191448 0 0 ABMS REF is responsible for the ABMS Visiting Scholars program, a leadership development program for early career physicians. Scholars are introduced to the fields of physician professional assessment and continuing professional development, quality improvement, health care policy and regulation, and health services research. Scholars conduct research in collaboration with mentors from their institution, ABMS, and ABMS Member Boards. Through the research and program engagement, scholars help inform the study of continuing professional development, physician self-regulation and quality improvement. 166871 0 39582 The American Board of Medical Specialties Research and Education Foundation (ABMS REF) helps to synergize, guide, convene, facilitate, conduct and collaborate on research on and about ABMS initial and continuing certification across 24 certifying Member Boards. ABMS REF also partners with other researchers in quality and performance improvement, patient safety, adult learning and education, and other disciplines. 114002 0 0 ABMS REF conducts program evaluation and research on the ABMS CertLink longitudinal internet-based program to assess physician knowledge, judgment and skills. 95504 0 0 567825 true true false false false false false false false false true false false false true true false true false false false false false false false false false false false true false false false false false false false false false false false false false true false true false true 1 0 true 0 false false false false false false false false false false X 13 9 false false false false true true true true true false false true true true true true true true true false IL X X JENNIFER FRONEK 3124362694 353 N CLARK ST SUITE 1400 chicago IL 60654 X LIANA PUSCAS MD CHAIR 1.0 0.0 X X 0 0 0 CARLA M PUGH MD PHD CHAIR ELECT 1.0 0.0 X X 0 0 0 EVE KURTIN PHARMD SECRETARY-TREASURER 1.0 1.0 X X 0 0 0 JOHN R BOULET PHD MEMBER 1.0 0.0 X 0 0 0 PAMELA J BOYERS PHD MEMBER 1.0 1.0 X 0 0 0 LARRY A GREEN MD MEMBER 1.0 1.0 X 0 0 0 BENSON S MUNGER PHD MEMBER 1.0 0.0 X 0 0 0 MARY E POST MBA CAE MEMBER 1.0 0.0 X 0 0 0 FATEMA F ZANZI JD MEMBER 1.0 0.0 X 0 0 0 JOHN C MOORHEAD MD EX-OFFICIO MEMBER 1.0 4.0 X X 5000 20000 0 VALERIE M PARISI MD EX-OFFICIO MEMBER 1.0 4.0 X X 3125 12500 0 LOIS MARGARET NORA MD PRESIDENT/EX-OFFICIO MEMBER 2.0 48.0 X X 29831 715942 55934 DAVID W PRICE MD SNR VP/EX-OFFICIO MEMBER 23.0 27.0 X X 147695 173382 36374 STEVEN J DURNING MD MEMBER(THRU 6/30/16) 1.0 0.0 X 0 0 0 CATHERINE A MARCO MD MEMBER (THRU 6/30/16) 1.0 0.0 X 0 0 0 THOMAS E NORRIS MD MEMBER (THRU 6/30/16) 1.0 1.0 X 0 0 0 LAURA SKARNULIS COO 2.0 48.0 X 13637 327282 60630 JENNIFER FRONEK VP OF FINANCE 2.0 48.0 X 7431 178347 23638 JOHN MANDELBAUM CHIEF LEGAL OFFICER 2.0 48.0 X 10192 244610 58321 KATHLEEN RUFF CHIEF OF STAFF 2.0 48.0 X 11567 277606 35620 RICHARD WATERS VP MARKETING & COMMUNICATIONS 2.0 48.0 X 8296 199102 18172 JENNIFER MICHAEL CHIEF INFORMATION OFFICER 2.0 48.0 X 8337 200100 50773 KATHLEEN HOLTZMAN VP STRATEGIC IMPLEMENTATION 1.0 49.0 X 3419 167516 38350 248530 2516387 377812 1 false true false 0 1392000 9775 1401775 RESEARCH & EDUCATION 900099 39582 39582 39582 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1441357 39582 0 0 0 0 241584 195683 45901 0 209059 169347 39712 6541 5305 1236 25171 20413 4758 23709 19337 4372 4177 1802 2375 849 849 1592 1592 0 0 0 0 895 895 41423 35882 5541 20291 15932 4359 0 64351 53540 10811 24161 20878 3283 0 9040 7912 1128 0 0 15639 13012 2627 10591 8782 1809 RECRUITMENT 108 108 699181 567825 131356 0 131309 289350 0 0 56118 0 0 0 0 0 0 0 0 0 0 0 0 0 7374 7374 0 0 0 0 0 0 0 0 0 0 0 0 187427 289350 0 0 0 0 0 103776 0 0 0 0 0 0 0 0 0 0 1479574 721019 1479574 824795 X -1292147 -535445 0 0 0 0 -1292147 -535445 187427 289350 742176 14526 X false true X true false X X 1 ABMS 410847713 10 true 0 0 1 0 0 true false true true true false false false false false false false false false false false false true false Part IV, Section A, Line 3b THE ABMS-REF CONFIRMED THAT THE SUPPORTED ORGANIZATION, AMERICAN BOARD OF MEDICAL SPECIALTIES, IS A 501(C)(6) TAX EXEMPT ORGANIZATION BY REVIEWING THEIR IRS DETERMINATION LETTER AND ALSO ANNUALLY COMPLETING A PRO FORMA SCHEDULE A, PART III TEST TO CONFIRM THAT ABMS SATISFIES THE PUBLIC SUPPORT TESTS UNDER SECTION 509(A)(2). Part IV, Section A, Line 3c SUPPORT USED EXCLUSIVELY FOR CHARITABLE PURPOSES ABMS-REF REIMBURSES THE SUPPORTED ORGANIZATION ABMS FOR TRAVEL EXPENSES INCURRED IN CONJUNCTION WITH ABMS-REF ACTIVITIES. ABMS-REF PERFORMS AND CONTROLS ALL RESEARCH AND OTHER ACTIVITIES WHICH ARE CONDUCTED ON BEHALF OF ABMS. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 7374 7374 0 0 0 DUE TO ABMS 721019 721019 X FIN 48 FOOTNOTE SCHEDULE D, PART X, LINE 2 ABMS-REF has received a favorable determination letter from the Internal Revenue Service, stating that it is exempt from federal income tax under the provisions of Section 501(a) of the Internal Revenue Code of 1986 (IRC) as an organization described in Section 501(c)(3), except from income taxes pertaining to unrelated business income. ABMS-REF is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. X X X true true X X X X false false false false false false false true false LOIS MARGARET NORA MD PRESIDENT/EX-OFFICIO MEMBER 27831 667942 2000 48000 0 0 1508 36181 730 17515 32069 769638 0 0 DAVID W PRICE MD SNR VP/EX-OFFICIO MEMBER 126696 148731 9499 11151 11500 13500 16103 18903 629 739 164427 193024 0 0 LAURA SKARNULIS COO 12363 296706 1274 30576 0 0 1400 33600 1026 24604 16063 385486 0 0 JENNIFER FRONEK VP OF FINANCE 7171 172107 260 6240 0 0 565 13552 381 9140 8377 201039 0 0 KATHLEEN RUFF CHIEF OF STAFF 9585 230038 982 23568 1000 24000 1380 33112 45 1083 12992 311801 0 0 JOHN MANDELBAUM CHIEF LEGAL OFFICER 9210 221049 982 23561 0 0 1400 33599 933 22389 12525 300598 0 0 RICHARD WATERS VP MARKETING & COMMUNICATIONS 7984 191614 312 7488 0 0 623 14946 104 2499 9023 216547 0 0 JENNIFER MICHAEL CHIEF INFORMATION OFFICER 7847 188340 490 11760 0 0 665 15962 1366 32780 10368 248842 0 0 KATHLEEN HOLTZMAN VP STRATEGIC IMPLEMENTATION 3293 161342 126 6174 0 0 265 12987 502 24596 4186 205099 0 0 First-class or charter travel SCHEDULE J, Part I, Line 1A PER THE TERMS OF THE PRESIDENT EMPLOYMENT CONTRACT, THE PRESIDENT IS ENTITLED TO FLY FIRST CLASS FOR ORGANIZATION-RELATED BUSINESS ON FLIGHTS THAT ARE THREE HOURS IN DURATION OR LONGER. THIS IS NOT TAXABLE AS COMPENSATION. HEALTH OR SOCIAL CLUB DUES SCHEDULE J, PART I, LINE 1A ABMS-REF OFFERS ALL EMPLOYEES LOCATED IN THE CHICAGO OFFICE HEALTH CLUB SUBSIDIES WHICH ARE NOT REPORTED AS TAXABLE COMPENSATION TO THE RECIPIENT EMPLOYEES. DISCRETIONARY SPENDING SCHEDULE J, PART I, LINE 1A Per the terms of their offer letters, one officer and one highly compensated employee receive travel allowances. The travel allowances are taxable to them as compensation. Any excess after accounting for their expenses will be returned within a reasonable time. Non-Fixed Payments Schedule J, Part I, Line 7 FOR THOSE INDIVIDUALS LISTED IN FORM 990, PART VII, SECTION A, LINE 1A, WHO ARE ELIGIBLE, BONUSES ARE PAID PURSUANT TO THEIR OFFER LETTERS. SUCH OFFER LETTERS GENERALLY STIPULATE THAT ELIGIBILITY FOR THE ORGANIZATION DISCRETIONARY ANNUAL BONUS IS TO BE BASED UPON ORGANIZATION PERFORMANCE, MEETING BONUS ELIGIBILITY REQUIREMENTS AND THE DISCRETION OF THE PRESIDENT & CEO. OTHER PROGRAM SERVICES FORM 990, PART III, LINE 4D ABMS REF develops, deploys, maintains, and improves an online repository of published literature and other presentations on initial physician specialty certification, continuing physician specialty certification, or components of continuous certification such as knowledge assessment, adult learning and education, and quality improvement. This curated repository assists researchers, informs key stakeholders of research results, and informs the ABMS Member Boards about findings that can be used to improve the certification process. INDEPENDENT VOTING MEMBERS FORM 990, PART VI, SECTION A, LINE 1 ABMS-REF'S BOARD OF DIRECTORS ACTS AS ITS GOVERNING BODY. HOWEVER, CERTAIN ASPECTS OF GOVERNANCE OF ABMS-REF ARE RESERVED TO THE ORGANIZATION'S SOLE MEMBER, THE ABMS, AN ILLINOIS, NOT-FOR-PROFIT CORPORATION, EXEMPT FROM FEDERAL TAXATION UNDER IRC SECTION 501(C)(6). THE SOLE MEMBER'S "RESERVED POWERS" ARE SET FORTH IN SECTION 2.01 TO 2.04 OF THE BYLAWS OF THE ABMS-REF DATED OCTOBER 23, 2015 AND ARE AS FOLLOWS: SECTION 2.01 MEMBERSHIP. THE FOUNDATION SHALL HAVE ONE MEMBER, NAMELY, THE AMERICAN BOARD OF MEDICAL SPECIALTIES, AN ILLINOIS NOT-FOR-PROFIT CORPORATION. IN THESE BYLAWS, THE MEMBER SHALL BE REFERRED TO AS THE "SOLE MEMBER"ABMS." SECTION 2.02 MEMBERS RESERVED POWERS. THE SOLE MEMBER SHALL HAVE THE FOLLOWING RESERVED POWERS IN LIEU OF THOSE GRANTED BY STATUTE TO MEMBERS. INASMUCH AS THE SOLE MEMBER IS ANOTHER NOT-FOR-PROFIT CORPORATION, ALL OF THE ACTION REQUIRED TO BE TAKEN OR APPROVED BY THE SOLE MEMBER SHALL BE EXERCISED BY THE SOLE MEMBER'S BOARD OF DIRECTORS ("ABMS BOD") OR AS OTHERWISE SPECIFIED BY ITS BYLAWS: (A) APPOINTING THE PRESIDENT AND CEO OF THE FOUNDATION AND REMOVING HIM OR HER, WITH OR WITHOUT CAUSE, SUBJECT TO CONTRACT RIGHTS. (B) AMENDING THE ARTICLES OF INCORPORATION AND CORPORATE BYLAWS OF THE FOUNDATION. (C) APPROVING THE FOUNDATION'S ANNUAL OPERATING AND/OR CAPITAL BUDGETS AND AMENDMENTS THERETO IN EXCESS OF SUCH AMOUNT AS SHALL BE SPECIFIED FROM TIME TO TIME IN WRITING FROM THE SOLE MEMBER TO THE FOUNDATION. (D) APPROVING ALL CREATIONS OR ACQUISITIONS OF SUBSIDIARIES OR CONTROLLED AFFILIATES, MERGERS, CONSOLIDATIONS, PERMANENT OR LONG-TERM AFFILIATIONS AND ALL JOINT VENTURES OF THE FOUNDATION INVOLVING CAPITAL INVESTMENTS IN EXCESS OF SUCH AMOUNT AS SHALL BE SPECIFIED FROM TIME TO TIME IN WRITING FROM THE SOLE MEMBER TO THE FOUNDATION. (E) APPROVING THE SALE OR ENCUMBRANCE OF ALL OR SUBSTANTIALLY ALL THE ASSETS OF THE FOUNDATION AND ALL LONG-TERM DEBT IN EXCESS OF SUCH AMOUNT SHALL BE SPECIFIED FROM TIME TO TIME IN WRITING FROM THE SOLE MEMBER TO THE FOUNDATION. (F) APPROVING THE DISSOLUTION OF AND ALL LIQUIDATIONS FROM THE FOUNDATION. SECTION 2.03 MANNER OF ACTING BY SOLE MEMBER. THE SOLE MEMBER SHALL EXERCISE ITS RESERVED POWERS IN THE MANNER PRESCRIBED BY THE SOLE MEMBER'S BYLAWS. SECTION 2.04 RIGHTS AND LIABILITIES OF SOLE MEMBER. EXCEPT AS OTHERWISE PROVIDED IN THESE BYLAWS, THE SOLE MEMBER SHALL NOT BE LIABLE FOR THE DEBTS OBLIGATIONS OF THE FOUNDATION. Members or stockholders FORM 990, PART VI, SECTION A, LINE 6 THE SOLE VOTING MEMBER OF THE ABMS-REF IS THE ABMS WHICH ACTS THROUGH ITS BOARD OF DIRECTORS PER THE BYLAWS. Member or Stockholders who may elect FORM 990, PART VI, SECTION A, LINE 7A AND 7B ELECTION OF OFFICERS WILL BE HELD AT THE ANNUAL MEETING OF THE BOARD OF DIRECTORS. ABMS, AN ILLINOIS NON-FOR-PROFIT CORPORATION EXEMPT FROM FEDERAL INCOME TAX UNDER IRC SEC. 501(C)(6), IS THE SOLE CORPORATE MEMBER OF THE ORGANIZATION AND, BY POSSESSION OF ITS RESERVED POWERS, MEETS THE DEFINITION OF MAJORITY PARENTAL CONTROL UNDER THE FORM 990 INSTRUCTIONS. THE ABMS, AMONG ITS OTHER POWERS, ELECTS THE ENTIRE BOARD OF DIRECTORS FOR THE ABMS-REF. Form 990 review process FORM 990, PART VI, SECTION B, LINE 11 THE BOARD RETAINS THE SERVICES OF AN INDEPENDENT CPA FIRM TO PREPARE THE ABMS-REF FORM 990. THE INDEPENDENT CPA FIRM PRESENTS THE FORM 990 TO MANAGEMENT AND THE FINANCE AND AUDIT COMMITTEE AND THE FINANCE AND AUDIT COMMITTEE REVIEWS AND APPROVES THE FORM 990. THE FINANCE AND AUDIT COMMITTEE THEN PROVIDES A FULL COPY TO ALL VOTING MEMBERS OF THE GOVERNING BODY. THE FORM 990 IS ALSO REVIEWED BY THE EXECUTIVE COMMITTEE OF THE ABMS BOARD OF DIRECTORS BEFORE IT IS FILED. written conflict of interest policy FORM 990, PART VI, SECTION B, LINE 12C ON AN ANNUAL BASIS, BOARD AND COMMITTEE MEMBERS ARE REQUIRED TO DISCLOSE CONFLICTS AND DUALITIES OF INTEREST IN WRITING. AT THE BEGINNING OF ALL BOARD AND BOARD COMMITTEE MEETINGS MEMBERS ARE REQUIRED TO DISCLOSE CONFLICTS OF INTEREST AND DUALITIES. THE MINUTES OF THE BOARD AND OF ALL BOARD COMMITTEES SHALL CONTAIN: THE NAMES OF THE PERSONS WHO DISCLOSED OR OTHERWISE WERE FOUND TO HAVE A FINANCIAL INTEREST IN CONNECTION WITH AN ACTUAL OR POTENTIAL CONFLICT OR DUALITY OF INTEREST, THE NATURE OF THE FINANCIAL INTEREST, ANY ACTION TAKEN TO DETERMINE WHETHER A CONFLICT OR DUALITY OF INTEREST WAS PRESENT, AND THE BOARD'S OR COMMITTEE'S DETERMINATION AS TO WHETHER A CONFLICT OR DUALITY OR INTEREST IN FACT EXISTED. Process for Determining Compensation Form 990, Part VI, Line 15A FOR THE ABMS PRESIDENT AND CHIEF EXECUTIVE OFFICER'S COMPENSATION 1 COMPARABILITY DATA FROM SIMILAR NOT FOR PROFIT HEALTHCARE ORGANIZATIONS AND INSTITUTIONS IS REVIEWED BY THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS. 2 AN OUTSIDE COMPENSATION CONSULTING FIRM WILL PERIODICALLY ADVISE THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS REGARDING APPROPRIATE COMPENSATION AND BENEFITS FOR THE PRESIDENT AND CHIEF EXECUTIVE OFFICER. 3 MEMBERS OF THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS, WHO ARE INDEPENDENT, SET THE COMPENSATION FOR THE PRESIDENT AND CHIEF EXECUTIVE OFFICER. FOR KEY EMPLOYEES COMPENSATION FOR KEY EMPLOYEES OF ABMS IS SET BY THE PRESIDENT AND CHIEF EXECUTIVE OFFICER. WHEN SETTING COMPENSATION, THE PRESIDENT AND CHIEF EXECUTIVE OFFICER TAKES INTO ACCOUNT COMPARABILITY DATA REGARDING COMPENSATION AS WELL AS THE PERIODIC ADVICE OF AN OUTSIDE COMPENSATION CONSULTING FIRM. Governing Documents Made Available to Public Form 990, Part VI, Section C, Line 19 Certain governing documents are available through applicable government agencies; the conflict of interest policy is available upon written request to the organization. Financial filings are available via government agencies. Related Organization Compensation FORM 990, PART VII THE COMPENSATION REPORTED IN PART VII IS THE COMPENSATION PAID BY ABMS FOR A FULL-TIME POSITION. HOWEVER, A PORTION OF THE VARIOUS INDIVIDUALS' TIME IS DEVOTED TO RELATED ORGANIZATIONS, THE AMERICAN BOARD OF MEDICAL SPECIALTIES RESEARCH AND EDUCATION FOUNDATION (REF) AND THE MULTI-SPECIALTY PORTFOLIO APPROVAL PROGRAM ORGANIZATION (MSPAPO). ABMS IS REIMBURSED BY THE REF AND THE MSPAPO. AMERICAN BOARD OF MEDICAL SPECIALTIES 353 N CLARK ST SUITE 1400 CHICAGO IL 60654 410847713 CERTIFICATION IL 501(C)(6) N/A na false MULTI-SPECIALTY PORTFOLIO APPROVAL PRGM 353 N CLARK ST SUITE 1400 CHICAGO IL 60654 465431221 QI PROGRAMS IL 501(C)(3) 10 ABMS true false false true false true false false false false false false false false true true true false false false AMERICAN BOARD OF MEDICAL SPECIALTIES C 1392000 FMV AMERICAN BOARD OF MEDICAL SPECIALTIES E 721019 FMV AMERICAN BOARD OF MEDICAL SPECIALTIES N 154736 FMV AMERICAN BOARD OF MEDICAL SPECIALTIES O 506173 FMV