2015-11-12T09:51:46-06:00 2014-12-31 366055558 Grant Thornton LLP 1717 Main Street Suite 1500 Dallas TX 75201 990 2014-01-01 453462044 Children's Medical Center Research Institute at the UTSW Medical Center CHIL 2144567000 1935 Medical District Dr Dallas TX 75235 David Eager SVP CFO & Treasurer 2144567000 2015-11-09 1 Rebecca Zecha CPA P00648970 2145612300 2014 2016-02-25 16:41:14Z Sean Morrison Ph D 1935 Medical District Dr Dallas TX 75235 411545 0 X N/A X 2009 TX Basic and/or clinical research in children's health issues. 7 6 0 6 0 0 40801 411545 0 0 0 0 0 0 40801 411545 0 0 0 0 134419 483208 0 0 0 295119 4055669 429538 4538877 -388737 -4127332 4252875 5558157 11320197 16752811 -7067322 -11194654 The organization shall undertake, sponsor, and administer basic and/or clinical research in children's health issues. 0 0 4058168 The organization plans, develops, and carries out research conducive to the diagnosis, treatment, and cure of childhood health issues. 4058168 1 1 0 0 0 0 0 0 0 0 1 0 0 0 1 0 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 2 0 1 0 0 0 0 0 0 0 0 0 0 0 X 7 6 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X Jeffrey Vawrinek 2144567000 1935 Medical District Drive Dallas TX 75235 Christopher J Durovich Chmn CRI, Pres&CEO CHST, and CEO CMC 1.00 60.00 X X 0 2109957 115598 David W Biegler Director 1.00 1.00 X 0 0 0 Robert A Chereck Director 1.00 1.00 X 0 0 0 Daniel K Podolsky MD Director 1.00 0.00 X 0 0 0 David Russell PhD Director 1.00 0.00 X 0 0 0 Arnim Dontes Director 1.00 0.00 X 0 0 0 John Scovell Director 1.00 0.00 X 0 0 0 Sean Morrison Ph D President, Non-Vtg Mbr 55.00 1.00 X 101667 0 0 Michele Chulick CHST EVP Chief Admin Officer 1.00 55.00 X 0 790705 10400 David Eager CHST SVP CFO and Treasurer 1.00 50.00 X 0 516350 17481 Teresa Egan VP Admin Dir Child Research 50.00 1.00 X 0 312116 3747 Jeffrey Vawrinek CHST VP Assoc General Counsel 1.00 50.00 X 0 414523 8555 Michael Serber UTSW Vice President 1.00 0.00 X 0 0 0 Stephanie K Smith Corporate Secretary 1.00 50.00 X 0 108947 10101 101667 4252598 165882 1 0 1 0 UTSW 5323 Harry Hines Blvd Dallas TX 75390 Physician Services 4607291 1 411545 411545 411545 0 0 0 X 101667 101667 271073 271073 12114 12114 79015 79015 19339 19339 889669 887976 1693 34469 34469 253 253 2540879 2540879 44479 44479 24555 24555 200399 179175 21224 UTSW Research Support 150000 150000 Medical Surg. Supplies 129437 129437 Business Relations 25513 25513 Catering, Meals, Coffee 16016 16016 4538877 4058168 480709 0 3132499 3954918 40801 0 246064 289062 1609848 295671 833511 1314177 4252875 5558157 949918 962851 10370279 15789960 11320197 16752811 X -7067322 -11194654 -7067322 -11194654 4252875 5558157 -4127332 0 X 0 1 X 1 0 X X X 2 CMCD 750800628 3 1 0 0 UTSWMC 756002868 6 1 150000 0 2 150000 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 Part IV, Section B, Line 1: The by-laws for Children's Medical Center Research Institute at the University of Texas Southwestern Medical Center ("CRI") dictate the allocation of the powers of appointment and removal of directors or trustees, among the supported organizations. As adopted within CRI's by-laws, the affairs of the organization shall be managed and directed by its Board of Directors. There shall be nine (9) directors constituting the Board of Directors. Two (2) of the directors shall be ex-officio non-voting Board members with full rights, privileges, responsibilities and protections afforded to the non-voting position, being: (i) the incumbent Provost of The University of Texas Southwestern Medical Center ("UTSW") or, if that position is eliminated, the incumbent Dean of the Southwestern Medical School of UTSW and (ii) the incumbent Executive Vice President for Medical Affairs of Children's Medical Center of Dallas ("Children's") or, if that position is eliminated, a person in a similar research focused position with Children's as agreed by the President of the Member and the President of UTSW. The incumbent President and CEO of Children's shall be an ex-officio voting member of the Board with full rights, privileges, responsibilities and protections afforded to that position. Three (3) of the directors (the "CHST Directors") shall be appointed by and serve at the pleasure of the Member, one of whom must be an incumbent member of the Board of Directors of Children's. The remaining three (3) directors (the "UTSW Appointed Directors") shall be appointed by and serve at the pleasure of UTSW, as elected through the President of UTSW. No other restrictions or conditions applied to such powers during the tax year. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1609848 295671 1314177 1314177 Advances from CMCD 15745494 Deferred Rent 44466 15789960 Part X, Line 2: The organization's consolidated financial statements for the year ending December 31, 2014 did not require a FIN 48 footnote. 0 1 0 0 0 0 0 1 0 Christopher J Durovich Chmn CRI, Pres&CEO CHST, and CEO CMC 0 978719 0 998539 0 132699 0 93691 0 21907 0 2225555 0 306546 Michele Chulick CHST EVP Chief Admin Officer 0 522268 0 264252 0 4185 0 10400 0 0 0 801105 0 0 David Eager CHST SVP CFO and Treasurer 0 470061 0 42318 0 3971 0 10400 0 7081 0 533831 0 0 Teresa Egan VP Admin Dir Child Research 0 249402 0 60265 0 2449 0 0 0 3747 0 315863 0 0 Jeffrey Vawrinek CHST VP Assoc General Counsel 0 257525 0 154773 0 2225 0 8555 0 0 0 423078 0 0 Part I, Line 3 The corporation's (CRI) president and other officers are employed and compensated by Children's Medical Center of Dallas (Children's). The Children's process is as follows: 1. The Human Resources Committee of the Board is responsible for setting the compensation for executives, except the President and CEO which is set by the Board of Directors. The Committee is comprised of independent, non-employee directors with no conflict of interest regarding executive compensation. A written compensation philosophy has been developed by the Human Resources Committee for timeliness and appropriateness. The philosophy defined desired comparator groups for compensation surveys. The comparator groups are from domestic healthcare industry sectors only and do not include any non-healthcare organizations. 2. The compensation philosophy also defines target levels relative to the marketplace comparator groups for base pay, base pay plus incentive pay, and fringe benefits provided to Children's executives. A third-party consultant, Sullivan Cotter, is engaged by the Human Resources Committee and provides independent, expert consulting services in the area of executive compensation market surveying, pay and benefits program design, and administrative services. Salaries for Children's executives (except for the President and CEO) are set by comparing the salaries paid for comparable positions in integrated systems, academic medical centers, and children's hospitals in similar size and scope of services to Children's. 3. The salary for the President and CEO is set in reference to salaries paid for Presidents and CEOs of children's hospitals in similar size and scope of services to Children's. The data is compiled by Sullivan Cotter and they develop and update annually salary ranges unique to each executive position. The Human Resources Committee approves base pay for each executive (except the President and CEO, whose base pay is approved by the Board of Directors) aimed in the aggregate at approximately the middle of executive pay ranges. 4. For other officers and key employees, Children's uses a combination of job evaluation and survey data to determine the market pay range. Part I, Line 4b Non-Qualified Retirement Plan: * Children's Medical Center of Dallas Retirement Income Restoration Plan - There were no employees that received taxable income from the Retirement Income Restoration Plan in 2014. Christopher J Durovich participated in the Retirement Income Restoration Plan. * Children's Medical Center of Dallas Savings Restoration Plan - There were no employees that received taxable income from the Savings Restoration Plan in 2014. Employees who participate in the Savings Restoration Plan are Christopher J Durovich, Michele Chulick, and Jeffrey Vawrinek. Part I, Line 7 Non-Fixed Payments - The Human Resources Committee of the Board of Directors retains the authority to adjust annual payout percentages solely at their discretion. Form 990, Part VI, Section A, line 1 CRI's Board membership includes three ex officio non voting members. Form 990, Part VI, Section A, line 6 Children's Health System of Texas (CHST) is the sole member. Form 990, Part VI, Section A, line 7a Children's Health System of Texas and The University of Texas Southwestern Medical Center each appoint three of the seven voting directors. Form 990, Part VI, Section A, line 7b Member reserve powers are specified in CRI's Bylaws and represent those actions by the organization which require member approval. These powers generally encompass changes in the mission of the organization, addition of new members, certain dispositions of assets, amendments to the organization's Certificate of Formation and Bylaws, and appointment of directors. Form 990, Part VI, Section B, line 11 A draft of the Form 990 is presented to the CHST Audit Committee, which has certain delineated authority for the organization, for review with discussion of the draft led by the CHST Chief Financial Officer. A copy of the Form 990 is made available to the directors through our board portal before it is filed. Form 990, Part VI, Section B, line 12c The Board members, including any director, officer, or member of a committee with Board delegated powers, receive a copy of the policy, along with a Statement of Interest form to complete, with their annual Board appointment letter. All disclosures made are reviewed by CHST's Chief Compliance Officer and Vice President, Associate General Counsel and Secretary, and discussed as necessary at the appropriate Board meeting to determine if further action is required. Any individual with a perceived or potential conflict is prohibited from voting or participating in the decision making process regarding such transaction or arrangement. Form 990, Part VI, Section B, line 15 The corporation's president and other officers are employed and compensated by Children's Medical Center of Dallas (Children's). The Children's process is as follows: 1. The Human Resources Committee of the Board is responsible for setting the compensation for executives, except the President and CEO of Children's, which is set by the Board of Directors. The Committee is comprised of independent, non-employee directors with no conflict of interest regarding executive compensation. A written compensation philosophy has been developed by the Human Resources Committee for timeliness and appropriateness. The philosophy defined desired comparator groups for compensation surveys. The comparator groups are from domestic healthcare industry sectors only and do not include any non-healthcare organizations. 2. The compensation philosophy also defines target levels relative to the marketplace comparator groups for base pay, base pay plus incentive pay, and fringe benefits provided to Children's executives. A third-party consultant, Sullivan Cotter, is engaged by the Human Resources Committee and provides independent, expert consulting services in the area of executive compensation market surveying, pay and benefits program design, and administrative services. Salaries for Children's executives (except for the President and CEO) are set by comparing the salaries paid for comparable positions in integrated systems, academic medical centers, and children's hospitals in similar size and scope of services to Children's. 3. The salary for the President and CEO is set in reference to salaries paid for Presidents and CEOs of children's hospitals in similar size and scope of services to Children's. The data is compiled by Sullivan Cotter and they develop and update annually salary ranges unique to each executive position. The Human Resources Committee approves base pay for each executive (except the President and CEO, whose base pay is approved by the Board of Directors) aimed in the aggregate at approximately the middle of executive pay ranges. 4. For other officers and key employees, Children's uses a combination of job evaluation and survey data to determine the market pay range. Form 990, Part VI, Section C, line 19 Certificate of Formation is publically available and the conflict of interest policy is made available upon request. Financial statements are available upon request. Form 990, Part IX, line 11g Professional Fees: Program service expenses 1,206. Management and general expenses 1,693. Fundraising expenses 0. Total expenses 2,899. Contract Medical: Program service expenses 886,770. Management and general expenses 0. Fundraising expenses 0. Total expenses 886,770. Children's Medical Center of Dallas 1935 Medical District Drive Dallas TX 75235 750800628 Hospital TX 501(c)(3) Line 3 Children's Health System of Texas 0 Children's Medical Center Foundation 1935 Medical District Drive Dallas TX 75235 752062015 Foundation TX 501(c)(3) Line 7 Children's Health System of Texas 0 Anesthesiologists For Children 1935 Medical District Drive Dallas TX 75235 752917570 Physicians TX 501(c)(3) Line 9 Children's Health System of Texas 0 Dallas Phys Med Svcs for Children Inc 1935 Medical District Drive Dallas TX 75235 810584868 Physicians TX 501(c)(3) Line 3 Children's Health System of Texas 0 Children's Health System of Texas 1935 Medical District Drive Dallas TX 75235 752062019 Management Company TX 501(c)(3) Line 11b, II N/A 0 Physicians For Children 1935 Medical District Drive Dallas TX 75235 752854505 Physicians TX 501(c)(3) Line 3 Children's Health System of Texas 0 Complex Care Med Svc Corp 1935 Medical District Drive Dallas TX 75235 461893597 Medical Services TX 501(c)(3) Line 3 Children's Health System of Texas 0 Pediatric Partners For Children 1935 Medical District Drive Dallas TX 75235 461917702 Clinically Integrated Network TX 501(c)(3) Line 11a, I Children's Health System of Texas 0 Children's Medical Center Services 1935 Medical District Drive Dallas TX 75235 461934007 Medical Services TX Pending Pending Children's Health System of Texas 0 Children's Medical Center Health Plan 1935 Medical District Drive Dallas TX 75235 462737696 HMO TX 501(c)(3) Line 9 Children's Health System of Texas 0 Children's Population Health 1935 Medical District Drive Dallas TX 75235 463104601 Population Health TX 501(c)(3) Line 11a, I Children's Health System of Texas 0 The Health and Wellness Alliance For Children 1935 Medical District Drive Dallas TX 75235 463080586 Physicians TX 501(c)(3) Line 11a, I Children's Health System of Texas 0 Specialists For Children 1935 Medical District Drive Dallas TX 75235 463110125 Physicians TX Pending Pending Children's Health System of Texas 0 Physicians Quality Alliance of North Texas 1935 Medical District Drive Dallas TX 75235 464049491 Physicians TX 501(c)(3) Line 11a, I Children's Health System of Texas 0 Community Providers for Children 1935 Medical District Drive Dallas TX 75235 463675742 Physicians TX 501(c)(3) Line 11a, I Children's Health System of Texas 0 Southwestern Medical District 5323 Harry Hines Dr Dallas TX 75390 204101612 Medical District TX 501(c)(3) Line 11a, I N/A 0 Women's Auxiliary of CMCD 12720 Hillcrest Rd Dallas TX 75230 752485538 Women's Auxiliary TX 501(c)(3) Line 9 N/A 0 Children's Insurance Company 76 St Paul Street Suite 500 Burlington VT 05401 030328102 Insurance Company VT Children's Health System of Texas C 0 Alternative Care Systems 1935 Medical District Drive Dallas TX 75235 752244475 Other Medical Services TX Children's Health System of Texas C 0 NTPSS Inc 1935 Medical District Drive Dallas TX 75235 471036641 Physician Solutions TX Children's Health System of Texas C 0 Texas Bluebonnet Health Plan 1935 Medical District Drive Dallas TX 75235 472252673 Health Plan TX Children's Health System of Texas C 0 0 0 1 0 1 0 0 0 0 0 0 1 1 1 1 1 0 1 1