2024-05-06T14:55:34-05:00 2023-06-30 135565207 KPMG LLP 301 MAIN ST ONE AMERICAN PL STE 2150 BATON ROUGE LA 708011705 990 2022-07-01 710694931 ARKANSAS CHILDREN'S RESEARCH INSTITUTE ARKA 5013642555 13 CHILDRENS WAY LITTLE ROCK AR 72202 MARCELLA DODERER PRESIDENT-AR CHILDREN'S 5013648000 2024-05-06 1 MARCELLA DODERER 999009999 0 RYAN HOOKS P00746825 2253444000 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z MARCELLA DODERER 13 CHILDRENS WAY LITTLE ROCK AR 72202 46888327 0 X WWW.ARCHILDRENS.ORG X 1990 AR TO IMPROVE CHILDREN'S HEALTH, DEVELOPMENT AND WELL-BEING THROUGH HIGH QUALITY RESEARCH. 14 8 218 6 0 0 41073674 45516460 0 0 22082 692971 327128 294386 41422884 46503817 155252 162658 0 0 23635285 27103635 0 0 0 17274791 17974490 41065328 45240783 357556 1263034 45232950 55161673 19349308 28014997 25883642 27146676 X THE VISION OF ARKANSAS CHILDREN'S RESEARCH INSTITUTE IS TO BE A LEADER IN CUTTING-EDGE RESEARCH THAT IMPROVES THE HEALTH AND WELL-BEING OF CHILDREN AND THEIR FAMILIES. IN SUPPORT OF THIS VISION, ARKANSAS CHILDREN'S RESEARCH INSTITUTE AIMS TO (1) RECRUIT AND RETAIN HIGHLY QUALIFIED SCIENTISTS; (2) PROVIDE AN EXCEPTIONAL ENVIRONMENT FOR RESEARCH; (3) SEEK AND OBTAIN APPROPRIATE FUNDING FOR RESEARCH; (4) MANAGE AND LEVERAGE RESOURCES TO SUCCEED IN ITS MISSION; (5) SUPPORT TRANSFER OF DISCOVERIES TO INDUSTRY TO CREATE JOBS IN ARKANSAS; (6) FORM PRODUCTIVE COLLABORATIONS WITH OTHER INSTITUTIONS, ESPECIALLY THOSE IN ARKANSAS; (7) PROMOTE A STRONG RESEARCH CAPABILITY TO SUPPORT RECRUITMENT OF THE BEST POSSIBLE PHYSICIANS FOR THE CAMPUS; AND (8) SERVE AS A KEY LEARNING LABORATORY FOR VARIOUS TRAINEES TO LEARN THE DISCIPLINES AND METHODOLOGIES OF RESEARCH. 0 0 37288504 162658 294386 DURING FY23, ARKANSAS CHILDREN'S RESEARCH INSTITUTE (ACRI) RECEIVED $18.6 MILLION FROM THE NATIONAL INSTITUTES OF HEALTH (NIH) TO SUPPORT RESEARCH TO ADVANCE KNOWLEDGE THAT WILL GUIDE THE WAY INJURY AND ILLNESS ARE PREVENTED AND TREATED IN CHILDREN. NEW NIH-SUPPORTED AWARDS INCLUDED AN $11.5 MILLION, 5-YEAR GRANT TO FUND FURTHER IMPROVEMENTS TO THE EXISTING INFRASTRUCTURE AND ENSURE DEVELOPMENT OF JUNIOR SCIENTISTS IN ACRI'S CENTER FOR TRANSLATIONAL PEDIATRIC RESEARCH. THE CENTER USES PROTEOGENOMIC APPROACHES TO IDENTIFY EPIGENOMIC MECHANISMS AND THERAPEUTIC TARGETS IN DISEASES, INCLUDING CANCER, IMPACTING OR TRANSLATABLE TO THE PEDIATRIC POPULATION. OVERALL, ACRI PROVIDED THE RESEARCH INFRASTRUCTURE TO OVER 120 RESEARCHERS WHO PUBLISHED THEIR SCIENTIFIC FINDINGS IN OVER 330 PEER-REVIEWED SCIENTIFIC JOURNAL ARTICLES, OF WHICH 20.6% OF THE PUBLICATIONS APPEARED IN THE TOP 10% RANKING JOURNALS. 37288504 1 1 0 1 0 0 0 0 0 1 1 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 68 0 1 218 1 0 0 0 0 0 0 0 0 0 0 0 0 X 14 8 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X GENA WINGFIELD 5013642555 1 CHILDRENS WAY LITTLE ROCK AR 72202 MARCELLA DODERER PRESIDENT/CEO-AR CHILDREN'S 0.23 56.37 X X 0 2003751 270566 RICK BARR MD EVP-CHIEF CLIN/ACADEMIC OFCR/CHAIR 6.23 54.08 X 0 872402 96924 PETE MOURANI MD ACRI PRESIDENT 41.23 14.00 X X 380805 139554 68067 LARRY CORNETT TRUSTEE/DIRECTOR 0.12 0.00 X 0 0 0 JOYCELYN ELDERS MD TRUSTEE/DIRECTOR 0.03 0.00 X 0 0 0 DEE ANN ENGLISH TRUSTEE/DIRECTOR (PARTIAL YEAR) 0.06 0.00 X 0 0 0 JOHN ENGLISH TRUSTEE/DIRECTOR (PARTIAL YEAR) 0.03 0.00 X 0 0 0 MARIO G FERRUZZI TRUSTEE/DIRECTOR 0.06 0.00 X 0 0 0 DEACUE FIELDS TRUSTEE/DIRECTOR 0.03 0.00 X 0 0 0 DON GIBSON TREASURER/DIRECTOR (PARTIAL YEAR) 0.06 0.00 X 0 0 0 PAUL HARRIS TRUSTEE/DIRECTOR 0.03 0.00 X 0 0 0 STACIE JONES MD BOARD VICE CHAIR/DIR/UAMS PHYSICIAN 27.12 27.00 X 102427 102752 37810 RANU JUNG TRUSTEE/DIRECTOR 0.06 0.00 X 0 0 0 MARK MILLSAP TRUSTEE/DIRECTOR 0.12 0.00 X 0 0 0 MINHTHY NGUYEN TRUSTEE/DIRECTOR 0.12 0.00 X 0 0 0 WILLIAM STEINBACH MD DIRECTOR/PEDIATRICIAN-IN-CHIEF 11.06 43.00 X 74684 306550 69819 MARSHALL SUMMAR MD TRUSTEE/DIRECTOR 0.09 0.00 X 0 0 0 BARRY BRADY RESEARCH VP/COO (PARTIAL YEAR) 50.00 0.00 X 247538 0 35184 JILL HERNANDEZ PHARMACY COORDINATOR (PARTIAL YEAR) 44.00 0.00 X 136397 0 26775 TERESA MCDUFFIE RESEARCH ACCOUNTS DIRECTOR 50.00 0.00 X 133634 0 23469 ASHLEY BRYAN CLIN. RES. NURSE COORDINATOR 50.00 0.00 X 132839 0 19333 PHAEDRA YOUNT VP RESEARCH ADMINISTRATION 50.00 0.00 X 129647 0 18577 GINA HAWKINS CLINICAL RESEARCH PHARMACIST 40.00 0.00 X 128007 0 15103 1465978 3425009 681627 13 0 1 0 UNIVERSITY OF ARKANSAS FOR MEDICAL SCIEN 4301 WEST MARKHAM LITTLE ROCK AR 72205 MEDICAL SERVICES 10545737 AVERA MCKENNAN 1325 S CLIFF AVENUE SIOUX FALLS SD 57117 STUDY PARTICIPANT SERVICES 448647 NEMOURS HOSPITAL FOR CHILDREN 1600 ROCKLAND RD WILMINGTON DE 19803 STUDY PARTICIPANT SERVICES 366320 UNIVERSITY OF OKLAHOMA HEALTH SCIENCES C PO BOX 26901 OKLAHOMA CITY OK 73126 STUDY PARTICIPANT SERVICES 326855 UNIVERSITY OF NEW MEXICO 1 UNIVERSITY OF NEW MEXICO ALBUQUERQUE NM 87131 STUDY PARTICIPANT SERVICES 308190 21 8024104 33035984 4456372 45516460 692971 692971 544681 384510 160171 160171 160171 OTHER 900099 69257 69257 PCRU 900099 64958 64958 134215 46503817 294386 0 692971 X 162658 162658 1295414 838549 456865 21055480 19461375 1594105 4752741 4398742 353999 409230 1230 408000 35342 31002 4340 36725 36725 20000 20000 8053607 6472713 1580894 7588 1158 6430 2315426 2109791 205635 337543 250251 87292 679866 120927 558939 299909 274406 25503 50535 44936 5599 3294213 814257 2479956 OTHER ADMIN EXPENSES 1538027 1475283 62744 STIPENDS & PATIENT CARE 596673 596673 0 MINOR EQUIPMENT 155268 78491 76777 MEDICAL SUPPLIES 144538 136062 8476 45240783 37288504 7952279 0 163811 249811 18252746 23763822 5666170 7471476 134343 280393 209251 590100 69669530 48772471 19657707 20897059 1148922 1909012 45232950 55161673 5531763 12354486 13817545 14561727 0 1098784 19349308 28014997 X 22885344 24669539 2998298 2477137 25883642 27146676 45232950 55161673 1263034 0 X X 0 1 X 1 1 1 X 31614973 27544223 34238422 41073674 45516460 179987752 31614973 27544223 34238422 41073674 45516460 179987752 28613090 151374662 827118 699158 497848 522426 1237652 3784202 183771954 880775 0.82370 0.82520 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 0 1 20000 20000 0 PART II-B, LINE 1: IN ORDER TO EFFECTIVELY ADVOCATE FOR AND ASSIST WITH THE IMPROVEMENT OF CHILDREN'S HEALTH, ARKANSAS CHILDREN'S WORKS WITH OTHER ORGANIZATIONS, ON A STATE AND NATIONAL LEVEL, TO FORMULATE POLICY AND TO ARTICULATE THE CONTINUUM'S PUBLIC POLICY AGENDA. IN FY23, ARKANSAS CHILDREN'S RESEARCH INSTITUTE ASSUMED A PORTION OF THE LOBBYING EXPENSES ATTRIBUTABLE TO THE USDA AND RESEARCH GRANT ACTIVITIES. 77417166 697126 7056616 743082 84427826 70801620 15124554 -7575154 933854 77417166 44780179 15087592 11054158 120309 70801620 44240340 170441 486491 117093 44780179 41729918 160580 3047934 698092 44240340 0.59650 0.14950 0.25400 0 1 1 49420749 36854694 12566055 19257391 11917777 7339614 991390 991390 20897059 DUE TO AFFILIATES 1098784 1098784 X PART V, LINE 4: EARNINGS FROM ENDOWMENT FUNDS ARE USED TO SUPPORT VARIOUS RESEARCH STUDIES AT ACRI. THE FILING ORGANIZATION DOES NOT HOLD ANY ENDOWMENTS; ALL ENDOWMENTS ARE HELD BY ARKANSAS CHILDREN'S FOUNDATION, A RELATED ORGANIZATION. THE ENDOWMENT FUNDS REPORTED IN SCHEDULE D ARE ACRI'S PORTION OF THE TOTAL FUNDS HELD BY ARKANSAS CHILDREN'S FOUNDATION. PART X, LINE 2: NOTE: THE AUDIT IS COMPRISED OF THE CONSOLIDATED FINANCIAL STATEMENTS OF ARKANSAS CHILDREN'S, INC., ARKANSAS CHILDREN'S HOSPITAL, ARKANSAS CHILDREN'S FOUNDATION, ARKANSAS CHILDREN'S RESEARCH INSTITUTE, ARKANSAS CHILDREN'S NORTHWEST, ARKANSAS CHILDREN'S MEDICAL GROUP, ARKANSAS CHILDREN'S CARE NETWORK, AND SACOVA INSURANCE COMPANY (COLLECTIVELY, ARKANSAS CHILDREN'S). FOOTNOTE: ARKANSAS CHILDREN'S APPLIES FASB ASC TOPIC 740 (TOPIC 740), ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES. TOPIC 740 CLARIFIES THE ACCOUNTING FOR UNCERTAINTY IN INCOME TAX POSITIONS AND PROVIDES GUIDANCE ON WHEN TAX POSITIONS ARE RECOGNIZED IN AN ENTITY'S FINANCIAL STATEMENTS AND HOW THE VALUES OF THESE POSITIONS ARE DETERMINED. MANAGEMENT HAS ANALYZED THE TAX POSITIONS TAKEN BY ARKANSAS CHILDREN'S AND HAS CONCLUDED THAT AS OF JUNE 30, 2023 AND 2022, THERE ARE NO UNCERTAIN POSITIONS TAKEN OR EXPECTED TO BE TAKEN THAT WOULD REQUIRE RECOGNITION OF A LIABILITY (OR ASSET) OR DISCLOSURE IN THE CONSOLIDATED FINANCIAL STATEMENTS. 1 ARKANSAS CHILDREN'S FOUNDATION 1 CHILDRENS WAY LITTLE ROCK AR 72202 710568795 501(C)(3) 162658 0 GENERAL SUPPORT 1 0 PART I, LINE 2: THE MAJORITY OF THE ASSISTANCE PROVIDED BY ACRI IS TO RELATED NON-PROFIT ORGANIZATIONS; HOWEVER, SOME CASH AND NON-CASH ASSISTANCE IS PROVIDED TO OTHER NON-PROFIT OR GOVERNMENTAL ENTITIES FOR PROJECTS THAT ARE DIRECTLY RELATED TO ONGOING RESEARCH AT ACRI. GRANTS GIVEN TO UNRELATED ENTITIES ARE TYPICALLY $1,000 OR LESS PER ENTITY. ACRI ENTRUSTS THAT THESE ENTITIES WILL MONITOR THE USE OF FUNDS IN ACCORDANCE WITH NON-PROFIT OR GOVERNMENTAL REQUIREMENTS. X X 1 1 X X X X 0 1 0 0 0 0 0 0 0 MARCELLA DODERER PRESIDENT/CEO-AR CHILDREN'S 0 1187391 0 600000 0 216360 0 258803 0 11763 0 2274317 0 200000 RICK BARR MD EVP-CHIEF CLIN/ACADEMIC OFCR/CHAIR 0 667364 0 200096 0 4942 0 85600 0 11324 0 969326 0 0 PETE MOURANI MD ACRI PRESIDENT 380805 80801 0 58753 0 0 0 0 52923 15144 433728 154698 0 0 WILLIAM STEINBACH MD DIRECTOR/PEDIATRICIAN-IN-CHIEF 74684 295000 0 11550 0 0 0 0 16240 53579 90924 360129 0 0 BARRY BRADY RESEARCH VP/COO (PARTIAL YEAR) 209102 0 37055 0 1381 0 17749 0 17435 0 282722 0 0 0 STACIE JONES MD BOARD VICE CHAIR/DIR/UAMS PHYSICIAN 102427 102752 0 0 0 0 0 0 18558 19252 120985 122004 0 0 JILL HERNANDEZ PHARMACY COORDINATOR (PARTIAL YEAR) 133288 0 3000 0 109 0 9676 0 17099 0 163172 0 0 0 TERESA MCDUFFIE RESEARCH ACCOUNTS DIRECTOR 112824 0 20443 0 367 0 9415 0 14054 0 157103 0 0 0 ASHLEY BRYAN CLIN. RES. NURSE COORDINATOR 127527 0 5290 0 22 0 5561 0 13772 0 152172 0 0 0 PART I, LINE 1A CHARTER TRAVEL IS USED BY ARKANSAS CHILDREN'S AND AFFILIATED ENTITIES' BOARD MEMBERS AND STAFF (AND OCCASIONALLY ACCOMPANYING SPOUSES/COMPANIONS) WHEN IT IS DEEMED THE MOST EFFICIENT METHOD OF TRAVEL TO DISTANT AREAS WITHIN THE STATE OR TO SURROUNDING STATES FOR PURPOSES RELATED TO ARKANSAS CHILDREN'S BUSINESS. SEPARATE TRAVEL (NON-CHARTER) FOR COMPANIONS IS REIMBURSED BY THE EMPLOYEE IF SUCH TRAVEL IS ON AN INDIVIDUAL BASIS; THUS, SUCH TRAVEL IS NOT CONSIDERED TAXABLE COMPENSATION TO THE EMPLOYEE. ONE DIRECTOR AND TWO EMPLOYEES LISTED ON SCHEDULE J USED CHARTER TRAVEL DURING THE CALENDAR YEAR. BECAUSE THE CHARTER TRAVEL WAS USED FOR ARKANSAS CHILDREN'S BUSINESS PURPOSES, IT WAS NOT INCLUDED IN THE EMPLOYEE'S TAXABLE WAGES. PART I, LINE 3 COMPENSATION FOR ANY ACRI EXECUTIVE OR SENIOR OFFICER (PRESIDENT; EXECUTIVE VICE PRESIDENT; SENIOR VICE PRESIDENT) WHO IS NOT A CONTRACTED UAMS EMPLOYEE IS REVIEWED BY THE ARKANSAS CHILDREN'S HUMAN RESOURCES AND COMPENSATION COMMITTEE WHICH IS ESTABLISHED THROUGH THE BYLAWS OF ARKANSAS CHILDREN'S, INC. THE HUMAN RESOURCES AND COMPENSATION COMMITTEE HAS THE FULL AUTHORITY AND SPECIFIC RESPONSIBILITY FOR REVIEWING AND APPROVING COMPENSATION POLICIES, BASE SALARY AND INCENTIVE COMPENSATION LEVELS, EXECUTIVE RETIREMENT AND OTHER EXECUTIVE BENEFIT PLANS FOR HEALTH SYSTEM SENIOR MANAGEMENT, INCLUDING OFFICERS OF THE CORPORATION AND AFFILIATES WHO ARE "DISQUALIFIED PERSONS" UNDER SECTION 4958 OF THE CODE. THE POLICIES AND PROGRAMS REVIEWED AND APPROVED BY THE HUMAN RESOURCES AND COMPENSATION COMMITTEE SHALL BE DESIGNED TO ENSURE THAT THE CORPORATION AND ITS AFFILIATES REMAIN COMPETITIVE AND REASONABLE RELATIVE TO THE COMPENSATION AND BENEFITS PRACTICES OF SIMILARLY SITUATED HEALTH SYSTEMS LOCALLY AND NATIONALLY, AND TO PERMIT THE CORPORATION AND SUCH AFFILIATES TO ATTRACT AND RETAIN SUPERIOR SENIOR MANAGEMENT, IN FURTHERANCE OF THE CORPORATION'S AND AFFILIATES PURPOSES. THE HUMAN RESOURCES AND COMPENSATION COMMITTEE SHALL HAVE, TO THE FULLEST EXTENT OF THE LAW, THE AUTHORITY TO APPROVE THE COMPENSATION PACKAGES FOR SENIOR MANAGEMENT OF THE CORPORATION AND THE AFFILIATES. IN ITS PROCESS, THE COMMITTEE SHALL OBTAIN AND MUST RELY UPON APPROPRIATE DATA AS TO COMPARABILITY PRIOR TO MAKING ITS DETERMINATION OF REASONABLENESS WITH RESPECT TO THE COMPENSATION ARRANGEMENTS OF DISQUALIFIED PERSONS. APPROPRIATE DATA INCLUDES, BUT IS NOT LIMITED TO, COMPENSATION LEVELS PAID BY SIMILARLY SITUATED ORGANIZATIONS, BOTH TAXABLE AND TAX-EXEMPT, FOR FUNCTIONALLY COMPARABLE POSITIONS; THE AVAILABILITY OF SIMILAR SERVICES IN THE GEOGRAPHIC AREA OF THE CORPORATION, CURRENT COMPENSATION SURVEYS COMPILED BY INDEPENDENT FIRMS; AND ACTUAL WRITTEN OFFERS FROM SIMILAR INSTITUTIONS COMPETING FOR THE SERVICES OF THE DISQUALIFIED PERSON. THE COMMITTEE MAY RELY UPON OPINIONS OF QUALIFIED LEGAL, ACCOUNTING, VALUATION AND EXECUTIVE COMPENSATION EXPERTS. CONTEMPORANEOUSLY WITH MAKING ITS DETERMINATION OF REASONABLENESS WITH RESPECT TO THE COMPENSATION ARRANGEMENT OF THE CEO AND DISQUALIFIED PERSONS, THE COMMITTEE SHALL DOCUMENT IN ITS MINUTES THE BASIS FOR ITS DECISIONS. A VERBAL REPORT IS PROVIDED TO THE BOARD BY THE CHAIR OF THE COMMITTEE. MINUTES ARE AVAILABLE FOR REVIEW UPON BOARD MEMBER REQUEST TO THE BOARD CHAIR. PART I, LINE 4B AC'S DEFERRED COMPENSATION PLAN (DCP), WAS INSTITUTED ON 6/30/2014. THE DCP IS A 457(F) NONQUALIFIED SUPPLEMENTAL RETIREMENT PLAN, PROVIDING ANNUAL CONTRIBUTIONS TO CERTAIN EXECUTIVES AT A PERCENTAGE OF THEIR BASE SALARY IN EFFECT ON JUNE 30 OF THE PLAN YEAR. THE SUPPLEMENTAL COMPENSATION SERVES TO ENCOURAGE CONTINUED EMPLOYMENT WITH ARKANSAS CHILDREN'S AND ITS AFFILIATES. THE PLAN PROVIDES THAT DEFERRED AMOUNTS ARE PAID AS SOON AS ADMINISTRATIVELY POSSIBLE AFTER BEING VESTED. IT IS INTENDED THAT SUCH PAYMENTS QUALIFY FOR THE "SHORT-TERM DEFERRAL" EXEMPTION FROM IRC SECTION 409A, AND FOR TAX DEFERRAL UNDER IRC SECTION 457(F). PER THE PLAN DOCUMENT, EACH DCP CONTRIBUTION FOR A PLAN YEAR AND ITS ASSOCIATED EARNINGS VEST AS FOLLOWS, ON THE EARLIER OF: - (SUBACCOUNT); THE FIRST DAY OF THE PLAN YEAR FOLLOWING THREE (3) CONTINUOUS PLAN YEARS OF EMPLOYMENT BY THE PARTICIPANT WITH ARKANSAS CHILDREN'S OR AFFILIATE, WHICH BEGINS ON THE FIRST DAY OF THE PLAN YEAR FOR WHICH THE CONTRIBUTION IS CREDITED. - (PRIMARY ACCOUNT, INCLUDING SUBACCOUNTS) - ATTAINMENT OF AGE 65 AND AT LEAST 3 YEARS OF SERVICE AS A DCP PARTICIPANT - (PRIMARY ACCOUNT, INCLUDING SUBACCOUNTS) - DEATH OR PERMANENT DISABILITY - (PRIMARY ACCOUNT, INCLUDING SUBACCOUNTS) - INVOLUNTARY TERMINATION (OTHER THAN FOR CAUSE) - (PRIMARY ACCOUNT, INCLUDING SUBACCOUNTS) - PLAN TERMINATION FOR TAX YEAR 2022 (FISCAL YEAR 2023), TWO REPORTABLE EMPLOYEES WERE ELIGIBLE AND PARTICIPATING IN THE DEFERRED COMPENSATION PLAN. SOME OF THESE EMPLOYEES RECEIVED DISTRIBUTIONS PER THE PLAN DOCUMENT. SUCH AMOUNT IS NOTED BELOW. - MARCELLA DODERER: AC PRESIDENT/CEO - $211,458 PER THE PLAN DOCUMENT, UPON BECOMING VESTED IN A PLAN YEAR SUBACCOUNT AND AS SOON AS ADMINISTRATIVELY PRACTICABLE AFTER SUCH VESTING DATE, BUT NO LATER THAN THE END OF THE CALENDAR YEAR IN WHICH SUCH VESTING DATE OCCURRED, INDIVIDUAL PARTICIPANTS WILL BE PAID A LUMP SUM PAYMENT EQUAL TO THE PLAN YEAR SUBACCOUNT BALANCE AS OF THE JUNE 30 IMMEDIATELY PRECEDING SUCH VESTING DATE. FORM 990, PART VII, SECTION A, LINE 5 AND SCHEDULE J, PART II, LINE 2 DIRECTORS STACIE JONES, M.D., WILLIAM STEINBACH M.D., AND PETE MOURANI, M.D. WERE COMPENSATED BY UAMS AS EMPLOYEES FOR SERVICES RENDERED TO ARKANSAS CHILDREN'S RESEARCH INSTITUTE (ACRI) AND FOR WHICH ACRI REMITTED PAYMENT LISTED AS "REPORTABLE COMPENSATION FROM THE ORGANIZATION" IN PART VII OF FORM 990. THE AMOUNT NOTED AS COMPENSATION IN SCHEDULE J FOR THE ABOVE-LISTED DIRECTORS IS THE DESIGNATED AMOUNT PER THE RELATED CONTRACT WITH UAMS. FORM 990, PART VI, SECTION A, LINE 1A DURING THE INTERVALS BETWEEN MEETINGS OF THE BOARD OF DIRECTORS, THE EXECUTIVE COMMITTEE SHALL POSSESS AND MAY EXERCISE ALL THE POWERS AND FUNCTIONS OF THE BOARD OF DIRECTORS IN THE MANAGEMENT AND DIRECTION OF THE AFFAIRS OF THE CORPORATION IN ALL CASES IN WHICH SPECIFIC DIRECTIONS SHALL NOT HAVE BEEN GIVEN BY THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION A, LINE 2: ALTHOUGH NOT CONSIDERED COVERED RELATIONSHIPS AS NOTED IN PART VI, SECTION A, LINE 2, THE FOLLOWING DIRECTORS WERE EMPLOYEES OF THE UNIVERSITY OF ARKANSAS FOR MEDICAL SCIENCES (UAMS) DURING THE TAX YEAR: STACIE JONES, M.D., PETE MOURANI, M.D., AND WILLIAM STEINBACH, M.D. FORM 990, PART VI, SECTION A, LINE 6 THE SOLE MEMBER OF ACRI IS ARKANSAS CHILDREN'S, INC., AN ARKANSAS NONPROFIT PUBLIC BENEFIT CORPORATION (THE "SOLE MEMBER"). FORM 990, PART VI, SECTION A, LINE 7A ARKANSAS CHILDREN'S, INC., ACRI'S SOLE MEMBER, HAS THE RESERVED POWER TO FIX THE SIZE OF THE BOARD OF DIRECTORS, AND THE GOVERNING BOARD OF ANY AFFILIATE CONTROLLED BY THE CORPORATION, AND APPOINT AND REMOVE, WITH OR WITHOUT CAUSE, THE DIRECTORS OF THE CORPORATION, AND MEMBERS OF THE GOVERNING BOARD OF ANY AFFILIATE CONTROLLED BY THE CORPORATION. FORM 990, PART VI, SECTION A, LINE 7B ACRI'S ARTICLES OF INCORPORATION MAY BE AMENDED, AND THE BYLAWS MAY BE ALTERED, AMENDED, OR REPEALED AND NEW BYLAWS MAY BE ADOPTED: (I) UPON THE APPROVAL OF BOTH THE BOARD AND THE SOLE MEMBER, IF THE AMENDMENT DOES NOT RELATE TO THE NUMBER OF DIRECTORS, THE COMPOSITION OF THE BOARD, THE TERM OF OFFICE OF DIRECTORS, OR THE METHOD OR WAY IN WHICH DIRECTORS ARE ELECTED OR SELECTED; OR (II) BY THE MEMBER. FORM 990, PART VI, SECTION B, LINE 11B THE DRAFT FORM 990, WHICH IS RECONCILED TO ARKANSAS CHILDREN'S RESEARCH INSTITUTE'S (ACRI) INTERNAL FINANCIAL STATEMENTS AND THE ARKANSAS CHILDREN'S, INC. CONSOLIDATED AUDIT REPORT, IS INITIALLY REVIEWED IN DETAIL WITH ACRI'S PRESIDENT AND VICE PRESIDENT OF RESEARCH ADMINISTRATION. THE DRAFT IS ALSO REVIEWED IN DETAIL WITH ARKANSAS CHILDREN'S VP OF FINANCIAL OPERATIONS. IF THE REVIEW BY ACRI'S MANAGEMENT RESULTS IN REVISIONS TO THE DRAFT FORM 990, THOSE REVISIONS ARE MADE, AND THE FORM 990 TO BE FILED IS PROVIDED TO THE ACRI BOARD OF DIRECTORS PRIOR TO THE RETURN BEING FILED. FORM 990, PART VI, SECTION B, LINE 12C ACRI HAS A BOARD OF DIRECTORS CONFLICT OF INTEREST POLICY THAT IS ISSUED TO AND REVIEWED WITH ALL NEW BOARD MEMBERS DURING THEIR BOARD ORIENTATION. IN ADDITION, THE INTERNAL GENERAL COUNSEL OR THE SYSTEM COMPLIANCE OFFICER WILL PERIODICALLY REVIEW THE POLICY WITH THE FULL BOARD DURING A REGULAR BOARD MEETING. A DIRECTOR SHALL DISCLOSE IN WRITING TO THE BOARD OF DIRECTORS ANY ACTUAL OR POTENTIAL CONFLICT OF INTEREST WHEN THE SITUATION DEVELOPS, INCLUDING THE FACTS THAT MAKE IT AN ACTUAL OR POTENTIAL CONFLICT. EACH DIRECTOR SHALL SIGN AN INITIAL CONFLICT OF INTEREST DISCLOSURE STATEMENT UPON ELECTION TO THE BOARD OF DIRECTORS. EACH DIRECTOR ALSO SHALL SIGN AN ANNUAL CONFLICT OF INTEREST DISCLOSURE STATEMENT. IF AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST DEVELOPS AFTER THE DIRECTOR'S INITIAL AND ANNUAL STATEMENTS ARE SIGNED, THE DIRECTOR SHALL IMMEDIATELY SIGN A NEW DISCLOSURE STATEMENT TO ADDRESS THE NEW SITUATION OR TRANSACTION. CONFLICT OF INTEREST DISCLOSURE STATEMENTS OR DECLARED CONFLICTS WILL BE REVIEWED BY THE DIRECTOR BOARD OFFICERS. REVIEW WILL RESULT IN ONE OF THE FOLLOWING ACTIONS BY MAJORITY VOTE: (1) DETERMINED NOT TO BE A CONFLICT; (2) CONFLICT IS ACCEPTED; OR (3) CONFLICT IS NOT ACCEPTED AND THE DIRECTOR WILL NEED TO ABSTAIN FROM PARTICIPATION IN CERTAIN VOTES. CONFLICT DISCLOSURES, FACTS AND ACTIONS WILL BE DOCUMENTED IN THE APPROPRIATE COMMITTEE OR BOARD MINUTES. A DIRECTOR WITH A CONFLICT OF INTEREST WILL NOT PARTICIPATE IN DELIBERATIONS OR VOTE BY THE BOARD OF DIRECTORS, OR COMMITTEE THEREOF, ON THE MATTER GIVING RISE TO THE CONFLICT. HE OR SHE MAY PRESENT RELEVANT INFORMATION ABOUT THE MATTER AND ALSO MAY RESPOND TO REQUESTS FOR FACTS NEEDED BY THE BOARD TO REACH AN INFORMED DECISION. AFTER ANY DISCUSSION, THE INTERESTED DIRECTOR SHALL EITHER ABSTAIN FROM VOTE OR RECUSE COMPLETELY AND BE ABSENT DURING FURTHER DELIBERATIONS AND ACTION ON THE MATTER, AS DETERMINED BY THE DIRECTOR BOARD OFFICERS OF THE ENTITY. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION FOR ANY ACRI EXECUTIVE OR SENIOR OFFICER (PRESIDENT; EXECUTIVE VICE PRESIDENT; SENIOR VICE PRESIDENT) WHO IS NOT A CONTRACTED UAMS EMPLOYEE IS REVIEWED BY THE ARKANSAS CHILDREN'S HUMAN RESOURCES AND COMPENSATION COMMITTEE WHICH IS ESTABLISHED THROUGH THE BYLAWS OF ARKANSAS CHILDREN'S, INC. THE HUMAN RESOURCES AND COMPENSATION COMMITTEE HAS THE FULL AUTHORITY AND SPECIFIC RESPONSIBILITY FOR REVIEWING AND APPROVING COMPENSATION POLICIES, BASE SALARY AND INCENTIVE COMPENSATION LEVELS, EXECUTIVE RETIREMENT AND OTHER EXECUTIVE BENEFIT PLANS FOR HEALTH SYSTEM SENIOR MANAGEMENT, INCLUDING OFFICERS OF THE CORPORATION AND AFFILIATES WHO ARE "DISQUALIFIED PERSONS" UNDER SECTION 4958 OF THE CODE. THE POLICIES AND PROGRAMS REVIEWED AND APPROVED BY THE HUMAN RESOURCES AND COMPENSATION COMMITTEE SHALL BE DESIGNED TO ENSURE THAT THE CORPORATION AND ITS AFFILIATES REMAIN COMPETITIVE AND REASONABLE RELATIVE TO THE COMPENSATION AND BENEFITS PRACTICES OF SIMILARLY SITUATED HEALTH SYSTEMS LOCALLY AND NATIONALLY, AND TO PERMIT THE CORPORATION AND SUCH AFFILIATES TO ATTRACT AND RETAIN SUPERIOR SENIOR MANAGEMENT, IN FURTHERANCE OF THE CORPORATION'S AND AFFILIATES PURPOSES. THE HUMAN RESOURCES AND COMPENSATION COMMITTEE SHALL HAVE, TO THE FULLEST EXTENT OF THE LAW, THE AUTHORITY TO APPROVE THE COMPENSATION PACKAGES FOR SENIOR MANAGEMENT OF THE CORPORATION AND THE AFFILIATES. IN ITS PROCESS, THE COMMITTEE SHALL OBTAIN AND MUST RELY UPON APPROPRIATE DATA AS TO COMPARABILITY PRIOR TO MAKING ITS DETERMINATION OF REASONABLENESS WITH RESPECT TO THE COMPENSATION ARRANGEMENTS OF DISQUALIFIED PERSONS. APPROPRIATE DATA INCLUDES, BUT IS NOT LIMITED TO, COMPENSATION LEVELS PAID BY SIMILARLY SITUATED ORGANIZATIONS, BOTH TAXABLE AND TAX-EXEMPT, FOR FUNCTIONALLY COMPARABLE POSITIONS; THE AVAILABILITY OF SIMILAR SERVICES IN THE GEOGRAPHIC AREA OF THE CORPORATION, CURRENT COMPENSATION SURVEYS COMPILED BY INDEPENDENT FIRMS; AND ACTUAL WRITTEN OFFERS FROM SIMILAR INSTITUTIONS COMPETING FOR THE SERVICES OF THE DISQUALIFIED PERSON. THE COMMITTEE MAY RELY UPON OPINIONS OF QUALIFIED LEGAL, ACCOUNTING, VALUATION AND EXECUTIVE COMPENSATION EXPERTS. CONTEMPORANEOUSLY WITH MAKING ITS DETERMINATION OF REASONABLENESS WITH RESPECT TO THE COMPENSATION ARRANGEMENT OF THE CEO AND DISQUALIFIED PERSONS, THE COMMITTEE SHALL DOCUMENT IN ITS MINUTES THE BASIS FOR ITS DECISIONS. A VERBAL REPORT IS PROVIDED TO THE BOARD BY THE CHAIR OF THE COMMITTEE. MINUTES ARE AVAILABLE FOR REVIEW UPON BOARD MEMBER REQUEST TO THE BOARD CHAIR. FORM 990, PART VI, SECTION C, LINE 18 THE ARKANSAS CHILDREN'S RESEARCH INSTITUTE'S FORM 990 AND FORM 990-T ARE AVAILABLE FOR PUBLIC INSPECTION UPON REQUEST AS REQUIRED. FORM 990, PART VI, SECTION C, LINE 19 THE ARKANSAS CHILDREN'S RESEARCH INSTITUTE'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST AS REQUIRED. FORM 990, PART IX, LINE 11G MEDICAL/RESEARCH SERVICES: PROGRAM SERVICE EXPENSES 4,657,247. MANAGEMENT AND GENERAL EXPENSES 400,000. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 5,057,247. REPAIRS & MAINTENANCE: PROGRAM SERVICE EXPENSES 223,537. MANAGEMENT AND GENERAL EXPENSES 125,569. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 349,106. OTHER FEES FOR SERVICE: PROGRAM SERVICE EXPENSES 1,591,929. MANAGEMENT AND GENERAL EXPENSES 1,055,325. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 2,647,254. FORM 990, PART XII, LINE 3B: THE CONSOLIDATED ORGANIZATION IS REQUIRED TO UNDERGO AN AUDIT AS SET FORTH IN THE SINGLE AUDIT ACT AND OMB CIRCULAR A-133 AND DID UNDERGO THAT REQUIRED AUDIT. ARKANSAS CHILDREN'S INC 1 CHILDRENS WAY LITTLE ROCK AR 72202 810801296 HEALTH CARE PARENT CORP AR 501(C)(3) LINE 12B, II N/A 0 ARKANSAS CHILDREN'S HOSPITAL 1 CHILDRENS WAY LITTLE ROCK AR 72202 710236857 HOSPITAL AR 501(C)(3) LINE 3 ARKANSAS CHILDREN'S INC 0 ARKANSAS CHILDREN'S FOUNDATION 1 CHILDRENS WAY LITTLE ROCK AR 72202 710568795 FUNDRAISING AR 501(C)(3) LINE 7 ARKANSAS CHILDREN'S INC 0 ARKANSAS CHILDREN'S HOSPITAL AUXILIARY 1 CHILDRENS WAY LITTLE ROCK AR 72202 710606585 FUNDRAISING & VOLUNTEERS AR 501(C)(3) LINE 12A, I ARKANSAS CHILDREN'S INC 0 ARKANSAS CHILDREN'S NORTHWEST 1 CHILDRENS WAY LITTLE ROCK AR 72202 810817660 HOSPITAL AR 501(C)(3) LINE 3 ARKANSAS CHILDREN'S INC 0 ARKANSAS CHILDREN'S MEDICAL GROUP 1 CHILDRENS WAY LITTLE ROCK AR 72202 820771462 HOSPITAL/PHYSICIAN SERVICES AR 501(C)(3) LINE 3 ARKANSAS CHILDREN'S INC 0 CHILDREN'S HEALTHCARE SYSTEM INC 1 CHILDRENS WAY LITTLE ROCK AR 72202 586304957 MANAGEMENT SERVICES AR N/A C 0 ARKANSAS CHILDREN'S CARE NETWORK 1 CHILDRENS WAY LITTLE ROCK AR 72202 371854930 CLINICALLY INTEGRATED NETWORK AR N/A C 0 SACOVA INSURANCE COMPANY LTD 18 FORUM LANE SECOND FLOOR CAMANA BAY GRAND CAYMAN CJ KY1-1102 981472934 CAPTIVE INSURANCE COMPANY CJ N/A C 0 0 1 1 0 0 0 0 0 0 0 0 0 1 1 1 1 1 1 1