2024-11-14T10:50:49-08:00 2023-12-31 990 2023-01-01 880234196 Foundation for Research FOUN 7753293111 402 North Division St Carson City NV 89703 Jarred W Sloan Vice President, Treasurer 2024-11-14 true 2023 2024-10-15 13:58:12Z Robert M Wallace 402 North Division St Carson City NV 89703 8473316 false X N/A X 1989 NV Foundation for Research is a charitable non-profit corporation established to support medical and scientific research. 5 0 4 0 3100000 0 6169277 4984942 0 6169277 8084942 1758000 2575000 0 897199 967893 0 0 267351 417015 2922550 3959908 3246727 4125034 139501706 153158382 122048 126062 139379658 153032320 As a supporting organization to the Clayton Foundation for Research ("Clayton"), the organization's primary mission is to fund medical research for the purpose of discovering the cause, prevention and cure of diseases for the benefit of mankind. The secondary mission is to transfer the resulting medical research discoveries from the laboratory to the use of the general public by patenting and licensing such technology for development into drugs or other products for the use and benefit of mankind through Clayton's other supporting entities. false false 3098455 2575000 Foundation for Research is a supporting organization to Clayton Foundation for Research (Clayton) . The organization grants funds to Clayton for its general support. Clayton uses such funds in carrying out its primary mission (i.e. to conduct medical research in conjunction with hospitals for the purpose of discovering the cause, prevention and cure of diseases for the benefit of mankind). 3098455 true true false false false false false false false true true false false true false true true false false false true false false false false false false true false true false false false false false false false true false false false false false true false false false true 11 0 true 4 true false false false false false false false 0 false false false false false false false X 5 0 true false false false false false false true true false false true true true true true true true true false X J Russell Beekman 7753293111 1325 Airmotive Way Suite 175 Reno NV 89703 Robert M Wallace Trustee, President 4.00 36.00 X X 203362 460094 97800 Jarred W Sloan Trustee, Vice President, Treasurer 6.00 34.00 X X 168007 495449 97800 Lynn P Carter Trustee 4.00 36.00 X 97315 566141 97800 Joan S Dunlap Trustee,VP,Assistant Secretary 4.00 36.00 X X 94995 405091 88019 Brian W Crozier Trustee, Chairman 2.00 13.00 X X 97315 247991 50086 Thomas J Brorby Deceased Trustee, Chairman 2.00 13.00 X X 80872 206090 16600 Robert L Evans VP, Assistant Treasurer 0.00 40.00 X 0 210000 81846 John Russell Beekman Vice President 20.00 20.00 X 113678 0 39925 Christopher MacKenzie Vice President, Secretary 1.00 2.00 X 0 0 0 855544 2590856 569876 3 false true false 0 3100000 3100000 0 2427475 2427475 0 0 0 2945841 388374 2557467 2557467 2557467 0 0 0 0 8084942 4984942 2575000 2575000 0 0 0 923070 461535 461535 20685 10343 10342 0 0 0 24138 12069 12069 0 3282 1641 1641 26000 26000 0 0 253256 253256 14927 14927 0 11565 11565 0 0 32251 32251 0 0 0 0 0 0 75734 37867 37867 0 3959908 3098455 861453 0 455069 429000 5173 731411 0 584507 497443 0 0 0 0 51233 51286 6358 6358 0 90328511 101567538 0 0 0 48077213 49881704 139501706 153158382 122048 126062 122048 126062 X 42423821 56076483 96955837 96955837 139379658 153032320 139501706 153158382 X 4125034 9550431 -22803 X false true X true false X X X 1 Clayton Foundation for Research 741541767 4 true 2575000 0 1 2575000 0 false false false false true true false false false false false false false false false false false true Support Schedule: Additional Supplemental Information A majority of the Foundation's trustees also constitute a majority of the trustees of Clayton. The presence of this common supervision and control among their respective governing bodies ensures both that the Foundation will be responsive to the needs and requirements of Clayton and that the control and management of the Foundation is vested in the same persons that control and manage Clayton. Part IV, Section A, Line 1: Description Of How Supported Organizations Are Desigated The applicable IRS regulations provide that the articles of organization of a Type II supporting organization that is supervised or controlled in connection with a supported organization described in Section 509(a)(1) or (a)(2) can designate by class or purpose one or more other beneficiary organizations described in Sections 509(a)(1) or (a)(2) with a closely related purpose or function so long as the class includes the commonly controlled supporting organization. Reg. Section 1.509(a)-4(d)(2). The articles of incorporation of Foundation for Research (the "Foundation") provide that it is organized and shall be operated exclusively for the benefit of (a) the Clayton Foundation for Research ("Clayton ") and (b) hospitals, medical and scientific schools and organizations which conduct or support medical and scientific research described in IRC Section 501(c)(3) and that are classified as other than private foundations under IRC Sections 509(a)(1) or (a)(2). Clayton is a tax-exempt medical research organization described in IRC Sections 170(b)(1)(A)(iii) and 509(a)(1) whose primary mission is to conduct medical research for the purpose of discovering the cause, prevention and cure of diseases for the benefit of mankind. Article II of the Foundation's articles of incorporation provides more specifically that it is limited to supporting the activities of Clayton and medical and scientific research by members of the class described in clause (b) above. Part IV, Section A, Line 5a: Details Of Added, Substitute, Or Removed Supported Orgs. A grant was made in 2022 to the University of Texas Health Science Center in San Antonio. No grant was made to this organization in 2023. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 96955837 96955837 96955837 96955837 96955837 96955837 96955837 96955837 96955837 96955837 1.00000 false false false 6358 6358 Limited Partnership Investments 49881704 49881704 X 17382117 9550431 9550431 7831686 253256 253256 8084942 3675644 -31008 -31008 3706652 253256 253256 3959908 Part V, Line 4: Intended uses of the endowment fund. The Board of Trustees of the Foundation has interpreted the Uniform Prudent Management of Institutional Funds Act (UPMIFA) as requiring the preservation of the fair value of the original donor contribution as of the contribution date of the donor-restricted endowment funds. As a result of this interpretation the Foundation classifies as net assets with donor restrictions the original value of the donated contribution to the permanent endowment. Accordingly, only the income, including net realized and unrealized gains, is to be used for the Foundation's activities, except where such assets must be distributed in order to maintain the Foundation's tax-exempt status. Part X : FIN48 Footnote From the Federal Income Taxes section of the notes to the financial statements, "The Foundation has no uncertain tax positions." Central America and Caribbean 0 0 Investments N/A 19757260 19757260 19757260 true false true true false false true ClaytonFoundationforResearch One Riverway Suite 1500 Houston TX 77056 741541767 501(c)(3) 2575000 0 N/A N/A Gen Support 1 0 Grantmaker's Description of How Grants are Used The Foundation for Research is limited to supporting activities of the Clayton Foundation for Research ("Clayton"), a medical research organization described in Section 170(b)(A)(iii) and hospitals, medical and scientific schools and organizations which conduct or support medical or scientific research described in Section 501(c)(3) of the Internal Revenue Code and classified as other than private foundations under Sections 509(a)(1) or 509(a)(2) of the Code. The Foundation does not make any grants or loans to individuals. Clayton submits an estimated annual budget which is reviewed and approved by the Foundation's Board at the beginning of the year. As needs arise during the year Clayton requests distributions from the approved grant amounts. The Foundation's Board from time to time may consider making grants to other organizations that are within the class of designated qualifying beneficiaries as described in the responses included in Schedule A, Part IV. X true true X X X X X false false false false false false false false false Brian W Crozier Trustee, Chairman 97315 247991 50086 97315 298077 Jarred W Sloan Trustee, Vice President, Treasurer 168007 495449 10604 87196 178611 582645 Joan S Dunlap Trustee,VP,Assistant Secretary 94995 405091 3767 84252 98762 489343 John Russell Beekman Vice President 113678 39925 153603 Lynn P Carter Trustee 97315 566141 97800 97315 663941 Robert L Evans VP, Assistant Treasurer 210000 81846 291846 Robert M Wallace Trustee, President 203362 460094 15907 81893 219269 541987 Thomas J Brorby Deceased Trustee, Chairman 80872 206090 16600 80872 222690 Part I, Line 1a: Relevant information in regards to selections on 1a. Part II, Compensation from Unrelated Organizations Part 1, Line 1a - Foundation representatives on Foundation business may travel first class under the travel policy approved by the Board but such persons sometimes fly economy, depending upon routes and convenience of flight schedules. The policy does not permit charter travel, and no charter travel was provided to any such persons. Allison MacKenzie Ltd See Schedule O 16812 Legal & Admin. Services false Brorby Crozier Dobie PC See Schedule O 20685 Legal Services false Form 990, Part VI, Section B, Line 11b Form 990 is prepared by the Foundation's accounting staff and sent to the Brorby, Crozier & Dobie law firm for review by a tax partner. Each trustee is given a copy of the return for review by the Treasurer prior to filing. Once satisfied with the content of the Form 990, the trustees approve the return for filing with the Internal Revenue Service, and the return is signed and dated by the appropriate officer of the Foundation. Form 990, Part VI, Section B, Line 12c Annually, the trustees and officers review the Conflicts of Interest Policy adopted by the Foundation. At a meeting of the Board each year, both the trustees and the officers sign and date a statement which affirms that such person has received a copy of the conflict of interest policy, has read and understands the policy, has agreed to comply with the policy, and understands that the Foundation is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one of more of its tax-exempt purposes. It is the policy of the Foundation to assure that any conflicts of interest or potential conflicts of interest are fully disclosed to the Board before a decision is made or before the Foundation enters into a proposed transaction. Where necessary to determine whether a conflict of interest exists, after disclosure of the financial interest and all material facts, and after any discussion with the interested person, he or she leaves the Board meeting while the determination of whether a conflict of interest exists is discussed. If the Board determines that a conflict exists, the Board then determines whether the transaction or arrangement is fair and reasonable and should be permitted despite the conflict (or not) as being in the best interests of the Foundation. In instances where the Board has determined that a member has failed to disclose an actual or possible conflict of interest, it will take appropriate disciplinary and/or corrective action. Form 990, Part VI, Section B, Line 15a Several written opinions have been obtained from well recognized independent accounting and consulting firms as to the reasonableness of the compensation being paid to the officers and trustees of the Foundation including amounts paid by related organizations. In addition, all steps listed in the regulations under IRC Section 4958 (including approval by a compensation committee composed of disinterested persons) have been taken to obtain the rebuttable presumption that compensation paid to the trustees and officers is reasonable. More specifically, the Foundation has periodically engaged an independent consulting firm to review the compensation of the officers and trustees of the Foundation and the group of related and supporting entities. Such consulting firm examines the relevant facts and collects information and data from the Foundation. It also collects and analyzes compensation data from a peer group of unrelated non-profit and for-profit organizations that it selects for comparability purposes. Such firm then renders a written report and opinion containing its conclusions and recommendations. Such report (including a thorough description of the facts and the comparability analysis and data) is provided to the Foundation's Compensation Committee. Such committee, which has the sole authority to approve officer and trustee compensation, constitutes an authorized body composed of persons that do not have a conflict of interest with respect to such compensation arrangements under the rules and requirements set forth in Reg. 53.4958-6(c)(1). The committee meets and reviews the consulting firms report and the comparability analysis and data. At the meeting, the committee has the opportunity to ask questions and request additional information from a Foundation representative on the committee (who recuses himself from the meeting before any action is taken). After review of the relevant documents and data and after deliberations, the independent committee members make the determination with respect to the amount and reasonableness of the officer and trustee compensation arrangements. Such determination is binding on the trustees and officers of the Foundation. Detailed minutes of each Compensation Committee meeting are contemporaneously prepared and maintained in the Foundation's files. Form 990, Part VI, Section B, Line 15b See Line 15 a for the description of the compensation review and approval of other officers or key employees. Form 990, Part VI, Section C, Line 19 No documents available to the public. Form 990, Part XI, Line 9 Postretirement health benefit change = -$22803 Part 1, Line 4 & Part VI, Line 1b - Independent Voting Members The recommendation regarding independent members of the governing board of a charity is described and discussed in detail in the report entitled "Principles for Good Governance and Ethical Practice, A Guide for Charities and Foundations", Reference Edition, that was published in October 2007 by the Panel on the Nonprofit Sector. This panel was convened by Independent Sector and its recommendations have been cited with approval by the Internal Revenue Service. Such report concludes that the principle with respect to independent directors does not apply to various types of organizations, including supporting organizations such as the Foundation, as to which the requirements of IRC Section 509(a)(3) require common Board members. In this regard, Footnote 27 on page 23 expressly states as follows: "This principle [a substantial majority of the Board should be independent] does not apply to private foundation's; medical research institutions...; supporting organizations or subsidiaries that are required by law to include representatives of the supported organizations or sponsoring charities on their board..." [footnote listing continues with several other specific types of Section 501(c)(3) organizations.} Part VI, Section A, Line 2 and Schedule L, Part IV Mr. Christopher MacKenzie, Vice President and Secretary of the Foundation, is a partner in the law firm of Allison, MacKenzie, Ltd. Mr. MacKenzie was elected in October, 2013. Allison, MacKenzie, Ltd. is engaged to represent the Foundation in various legal and administrative matters, as well as leasing office space to the Foundation at rates determined by arm's length negotiation. The Foundation's relationship with Allison, MacKenzie, Ltd. predates the naming of Mr. Christopher MacKenzie as an officer. Mr. Thomas J. Brorby, who became a trustee of the Foundation on July 1, 1998 (and was elected Chairman of the Board effective May 1, 2008), and who passed away in April 2023, provided legal services to the Foundation or its supported organization since 1965. Mr. Brian W. Crozier, who became a trustee of the Foundation on January 1, 2019 and was elected Chairman in April 2023, has provided legal services to the Foundation or its supported organization since 1985. Mr. Brorby, prior to his death was, and Mr. Crozier is a member of the law firm of Brorby, Crozier & Dobie, P.C. ("B,C&D") owning more than 35% of B,C&D. Such firm is engaged to furnish legal services to the Foundation on an hourly basis in connection with various matters upon the request of Foundation trustees and officers other than Mt. Brorby and Mr. Crozier. The Foundation's relationship with B,C&D pre-dates the naming of either Mr. Brorby or Mr. Crozier as trustees. In their capacity as members of the Board of the Foundation, Mr. Brorby and Mr. Crozier have not participated in any decisions involving assignment of work to B,C&D and have not been involved in the review and approval of the detailed monthly invoices sent by B,C&D to the Foundation. In their capacity with B,C&D, Mr. Brorby and Mr. Crozier have not participated in the preparation of the monthly statements of amounts billed to the Foundation. The other trustees (with Mr. Brorby and Mr. Crozier abstaining) have approved this arrangement with full knowledge of Mr. Brorby's and Mr. Crozier's position as a member of and a holder of a financial interest in B,C&D. Several written opinions have been obtained from well recognized independent accounting and consulting firms as to the reasonableness of the legal fees being paid to B,C&D by the Foundation. In addition, all steps listed in the regulations under IRC Section 4958 (including approval by a compensation committee composed of disinterested persons) have been taken to obtain the rebuttable presumption that compensation paid to B,C&D is reasonable. More specifically, the Foundation has periodically engaged an independent consulting firm to review the legal fees paid to B,C&D. Such consulting firm examines the relevant facts and collects information and data from the Foundation and B,C&D. It also collects and analyzes compensation data from a peer group of comparable unrelated attorneys and law firms that it selects for comparability purposes. Such consulting firm then renders a written report and opinion containing its conclusions and recommendations. Such report (including a thorough description of the facts and the comparability analysis and data) is provided to the Foundation's Compensation Committee. Such committee, which has the sole authority to approve the compensation arrangement with B,C&D (including hourly rates), constitutes an authorized body composed of persons that do not have a conflict of interest with respect to such compensation arrangements under the rules and requirements set forth in Reg. 53.4958-6(c)(1). The committee meets and reviews the consulting firms report and the comparability analysis and data. At the meeting, the committee has the opportunity to ask questions and request additional information from a Foundation representative on the committee (who recuses himself from the meeting before any action is taken). After review of the relevant documents and data and after deliberations, the independent committee members make the determination with respect to the amount and reasonableness of the compensation arrangement. Such determination is binding on B, C&D. Detailed minutes if each compensation Committee meeting are contemporaneously prepared and maintained in the Foundation's files. Clayton Foundation for Research One Riverway Suite 1500 Houston TX 77056 741541767 Conduct Medical Research TX 501(c)(3) Line 4 NA false Clayton Foundation Company One Riverway Suite 1500 Houston TX 77056 746035675 Title Holding Company TX 501(c)(2) N/A Clayton Foundation for Research false Clayton Medical Research Foundation 402 North Division St Carson City NV 89703 510306704 Medical Research DE 501(c)(3) Line 12, Type 2 NA false Research Development Foundation 402 North Division St Carson City NV 89703 880234325 Technology Transfer NV 501(c)(3) Line 12, Type 2 NA false Institut Clayton de la Recherche Case Postale 284 Geneva SZ 1211 Medical Research SZ Exempt Swiss Charity Line 12, Type 2 (if NA false Foundation Services Inc 402 North Division Street Carson City NV 89703 880374369 Holding Company NV NA C false Clayton Biotechnologies Inc One Riverway Suite 1520 Houston TX 77056 760377287 Technology Transfer NV Foundation Services Inc C false Julie Davis Clayton Trust One Riverway Suite 1500 Houston TX 77056 746085161 Charitable Remainder Trust TX Clayton Foundation for Reaearch T false false true true false false false false false false false false false false false false true false false false Part V, Line2 - Transactions With Related Parties Per instructions, none of the transactions are reportable on Line 2.