2025-05-06T14:01:57-05:00 2024-06-30 135565207 KPMG LLP 301 MAIN ST ONE AMERICAN PL STE 2150 BATON ROUGE LA 708011705 990 2023-07-01 710568795 ARKANSAS CHILDREN'S FOUNDATION ARKA 5013642555 1 CHILDRENS WAY LITTLE ROCK AR 72202 ENID OLVEY PRESIDENT 5013641484 2025-05-06 1 1 RYAN HOOKS P00746825 2253444000 2023 2025-03-06 01:10:19Z ENID OLVEY 1 CHILDRENS WAY LITTLE ROCK AR 72202 175400617 0 X WWW.ARCHILDRENS.ORG X 1982 AR WE CHAMPION CHILDREN BY MAKING THEM BETTER TODAY AND HEALTHIER TOMORROW. 35 32 46 178 0 0 50224994 41648926 0 0 30090926 49040704 -281410 -479588 80034510 90210042 27439757 28619207 0 0 4776769 5594717 462885 584745 8141301 3545066 3720831 36224477 38519500 43810033 51690542 521293963 577238340 11614235 15876081 509679728 561362259 X WE CHAMPION CHILDREN BY MAKING THEM BETTER TODAY AND HEALTHIER TOMORROW.CONTINUED ON SCHEDULE O.ARKANSAS CHILDREN'S WILL FUNDAMENTALLY TRANSFORM HEALTHCARE DELIVERY FOR THE CHILDREN OF ARKANSAS AND BEYOND. ARKANSAS CHILDREN'S CORE VALUES ARE THE ORGANIZATIONAL PRINCIPLES THAT HIGHLIGHT OUR REGARD FOR EACH OTHER AND THOSE WE SERVE:SAFETY: WE ARE VIGILANT ABOUT CREATING AN ERROR-FREE ENVIRONMENT FOR PATIENTS, FAMILIES, AND TEAM MEMBERS.TEAMWORK: WE DEMONSTRATE ACTIONABLE CARE AND CONCERN FOR PATIENTS, FAMILIES, AND TEAM MEMBERS.COMPASSION: WE COORDINATE, COMMUNICATE, COOPERATE, AND COLLABORATE TO ENSURE THE HIGHEST LEVEL OF SERVICE FOR OUR PATIENTS, FAMILIES, AND TEAM MEMBERS.EXCELLENCE: WE ACHIEVE THE HIGHEST OF STANDARDS AND SERVE WITH DISTINCTION IN ORDER TO BE THE BEST.SAFETY AND EXCELLENCE FRAME OUR WORK. TEAMWORK AND COMPASSION PLACE PEOPLE AT THE CENTER OF ALL WE DO. 0 0 28619207 28619207 ARKANSAS CHILDREN'S FOUNDATION IS THE FUNDRAISING ARM FOR ARKANSAS CHILDREN'S, INC. WHICH INCLUDES ARKANSAS CHILDREN'S HOSPITAL, ARKANSAS CHILDREN'S RESEARCH INSTITUTE, AND ARKANSAS CHILDREN'S NORTHWEST. THE FOUNDATION'S PRIMARY PURPOSE IS RAISING FINANCIAL SUPPORT FOR THOSE ENTITIES, THUS ENHANCING PATIENT CARE, RESEARCH, EDUCATION AND PREVENTION. 28619207 1 1 0 0 0 0 0 0 0 1 1 0 0 0 1 1 0 1 0 0 0 0 0 1 1 0 0 1 0 1 0 0 0 0 0 0 0 0 1 1 0 0 0 1 0 0 0 1 22 0 1 46 1 0 0 0 0 0 1 1 0 0 0 0 0 0 X 35 32 1 0 0 0 1 1 1 1 1 0 1 1 0 1 1 1 1 1 1 1 0 AL AK CA CO CT FL GA HI IL KS KY LA ME MD MI MN MS NV NH NJ NM NY NC ND OH OK OR PA RI SC TN UT VA WA WV WI X GENA WINGFIELD 5013642555 1 CHILDRENS WAY LITTLE ROCK AR 72202 MARCELLA DODERER AC PRESIDENT & CEO-ACF DIRECTOR 0.22 56.35 X 0 2239655 302819 FRED SCARBOROUGH AC EVP/CDO-ACF DIRECTOR 19.26 36.85 X 0 768592 90015 RITTER ARNOLD TRUSTEE/DIRECTOR 0.06 0.00 X 0 0 0 SHARON BALE TRUSTEE/DIRECTOR 0.12 0.00 X 0 0 0 TRAV BAXTER TRUSTEE/DIRECTOR 0.18 0.50 X 0 0 0 FADIL BAYYARI TRUSTEE/DIRECTOR 0.02 0.00 X 0 0 0 NANCY BENTON TRUSTEE/DIRECTOR 0.11 0.00 X 0 0 0 GINGER BLACKMON TRUSTEE/DIRECTOR 0.12 0.00 X 0 0 0 FRANCES BUCHANAN TRUSTEE/DIRECTOR 0.16 0.00 X 0 0 0 STUART COBB TRUSTEE/DIRECTOR 0.24 0.00 X 0 0 0 STEVE DAVISON TRUSTEE/DIRECTOR 0.03 0.00 X 0 0 0 CHUCK ERWIN TRUSTEE/DIRECTOR 0.20 0.30 X 0 0 0 KIM FOWLER TRUSTEE/DIRECTOR (PARTIAL YR) 0.00 0.00 X 0 0 0 SHARILYN GASAWAY TRUSTEE/DIRECTOR 0.05 0.31 X 0 0 0 ROBIN GEORGE TRUSTEE/DIRECTOR 0.14 0.00 X 0 0 0 SONJA YATES HUBBARD TRUSTEE/DIRECTOR 0.05 0.24 X 0 0 0 BRANDI JOPLIN TRUSTEE/DIRECTOR 0.03 0.00 X 0 0 0 JASON LAFRANCE TRUSTEE/DIRECTOR 0.12 0.00 X 0 0 0 MANDY MACKE TRUSTEE/DIRECTOR 1.17 0.00 X 0 0 0 JIM MCCLELLAND TRUSTEE/DIRECTOR 0.23 0.00 X 0 0 0 TRISHA MONTAGUE DIRECTOR-INTERIM CNO FOR ACH 0.11 8.65 X 0 86130 0 BARBARA MOORE TRUSTEE/DIRECTOR (PARTIAL YR) 0.03 0.40 X 0 0 0 BEVERLY MORROW TRUSTEE/DIRECTOR 0.14 0.50 X 0 0 0 CINDY MURPHY TRUSTEE/DIRECTOR (PARTIAL YR) 0.00 0.00 X 0 0 0 JAKE NABHOLZ BOARD CHAIRMAN/DIRECTOR 0.34 0.00 X X 0 0 0 MARSHALL NEY TRUSTEE/DIRECTOR (PARTIAL YR) 0.00 0.00 X 0 0 0 LYNN PARKER TRUSTEE/DIRECTOR 0.12 0.00 X 0 0 0 TERRY QUINN TRUSTEE/DIRECTOR 0.10 0.00 X 0 0 0 SUE REDFIELD TRUSTEE/DIRECTOR 0.08 0.00 X 0 0 0 KATE SCHAFFER TRUSTEE/DIRECTOR 0.09 0.00 X 0 0 0 JENNIFER SCHUECK TRUSTEE/DIRECTOR 0.08 0.00 X 0 0 0 MICHAEL SHELBY TRUSTEE/DIRECTOR 0.18 0.00 X 0 0 0 BELINDA SHULTS TRUSTEE/DIRECTOR 0.20 0.00 X 0 0 0 ISAAC SMITH TRUSTEE/DIRECTOR 0.06 0.00 X 0 0 0 KATIE STEPHENS TRUSTEE/DIRECTOR 0.00 0.00 X 0 0 0 CLAUDIA STRANGE TRUSTEE/DIRECTOR (PARTIAL YR) 0.00 0.00 X 0 0 0 CELIA SWANSON BOARD VICE CHAIR/DIRECTOR 0.38 0.26 X X 0 0 0 JOE TUCKER TRUSTEE/DIRECTOR 0.08 0.00 X 0 0 0 CHARLES WHITESIDE BOARD TREASURER/DIRECTOR 0.34 0.46 X X 0 0 0 JENNIFER YURACHEK TRUSTEE/DIRECTOR 0.46 0.00 X 0 0 0 ENID OLVEY ACF PRESIDENT 50.00 0.00 X 469861 0 53823 EMILY MCCOY VP - PHILANTHROPY 50.00 0.00 X 262631 0 14031 LINDSEY THOMAS VP - PHILANTHROPY 50.00 0.00 X 255504 0 21988 JILL MCILROY PHILANTHROPY EXEC DIR 50.00 0.00 X 155034 0 20198 VANESSA DELGADILLO PHILANTHROPY DIRECTOR 50.00 0.00 X 150920 0 16640 DEAN GREER ADV SERV EXEC DIRECTOR 50.00 0.00 X 149798 0 23454 TAYLOR SPEEGLE PHILANTHROPY DIRECTOR 50.00 0.00 X 149434 0 16775 DREW AVRA CONTENT DEV & MKTG DIR 45.00 0.00 X 127653 0 10716 ASHLIE HILBUN FORMER ACF VP-CURRENT AC SVP/CSO/CCO 0.00 50.00 X 0 540607 73601 1720835 3634984 644060 14 1 1 0 CI PARTNERS DIRECT INC 1601 EASTMAN AVENUE SUITE 202 VENTURA CA 93003 FUNDRAISING SERVICES 603807 LUTHER KING CAPITAL MANAGEMENT 301 COMMERCE ST SUITE 1600 FORT WORTH TX 76102 INVESTMENT MANAGEMENT FEES 588121 CHILDREN'S MIRACLE NETWORK 205 WEST 700 SOUTH SALT LAKE CITY UT 84101 FUNDRAISING SERVICES 348567 THE LONDON COMPANY OF VIRGINIA 1800 BAYBERRY COURT SUITE 301 RICHMOND VA 23226 INVESTMENT MANAGEMENT FEES 337995 FOUNDATION RESOURCE MANAGEMENT 401 W CAPITOL AVE SUITE 503 LITTLE ROCK AR 72201 INVESTMENT MANAGEMENT FEES 238385 9 2850 6609827 1707804 33328445 2000457 41648926 11893066 11893066 71451 71451 320024 26840 293184 293184 293184 121070539 83922901 37147638 37147638 37147638 396611 6609827 1240834 -844223 -844223 90210042 0 0 48561116 28619207 28619207 1578927 1578927 3114861 3114861 900929 900929 80000 80000 8065 8065 584745 584745 1758992 1758992 277681 277681 210400 210400 308183 308183 513254 513254 17944 17944 94771 94771 29141 29141 130596 130596 64538 64538 SERVICE CHARGES 118923 118923 DUES & SUBSCRIPTIONS 76675 76675 MISC ADMINISTRATIVE EXP 31668 31668 38519500 28619207 1758992 8141301 9577671 17902700 27156261 28737495 418564 509351 10595004 901300 9735834 9693704 464119363 507384921 14867 3242 10271403 13006927 521293963 577238340 2181528 2274865 9432707 13601216 11614235 15876081 X 333536801 367228854 176142927 194133405 509679728 561362259 521293963 577238340 X 51690542 35630 -43641 X 0 1 X 1 0 X 29023856 38412964 48944699 50224994 41697913 208304426 29023856 38412964 48944699 50224994 41697913 208304426 26084413 182220013 8056300 8289753 6021487 8491907 12284541 43143988 251448414 0.72470 0.70510 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 447962917 3691851 46010631 8880953 488784446 421490997 4746602 30179123 8453805 447962917 450999357 27926785 -44652426 12782719 421490997 360538541 16957381 86546553 13043118 450999357 358367552 4670942 4500840 7000793 360538541 0.69320 0.14400 0.16280 0 0 9390000 9390000 742835 471045 271790 268711 263106 5605 193458 167149 26309 9693704 DUE TO AFFILIATES 13601216 13601216 X PART V, LINE 4: EARNINGS FROM ENDOWMENT FUNDS ARE USED TO SUPPORT THE PROGRAMS AND RESEARCH OF ARKANSAS CHILDREN'S. PART X, LINE 2: NOTE: THE AUDIT WAS 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 CARE NETWORK, ARKANSAS CHILDREN'S MEDICAL GROUP, 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, 2024 AND 2023, 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. X X X X X X 1 CHILDREN'S MIRACLE NETWORK 205 W 700 SOUTH SALT LAKE CITY UT 84101 CMNH FUNDRAISING 1 5533209 318497 5214712 CI PARTNERS DIRECT 1601 EASTMAN AVENUE SUITE 202 VENTURA CA 93003 CONTRACTED DONOR CONTACT 0 1000070 354042 646028 COMMUNITY COUNSELING SERVICES 527 MADISON AVE 5TH FLOOR NEW YORK NY 10022 FOUNDATION OPERATIONS, ASSESSMENT, CONSULTING 0 0 220860 -220860 ADSTRA LLC 750 COLLEGE ROAD EAST SUITE 201 PRINCETON NJ 08540 PROVIDE DONOR DATA FROM CHARITABLE ORGANIZATIONS 0 0 43019 -43019 MYSAMARIS 1000 RANDOLPH ST GLASGOW MO 65254 DIGITAL STRATEGIC & TECHNICAL SERVICES 0 0 64352 -64352 6533279 1000770 5532509 AL AK AZ AR CA CO CT DE FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY GOLF & GALA 2088596 1768245 320351 49150 71098 29994 353921 MIRACLES & MAGIC RADIOTHON 135379 135304 75 8899 1868 4782463 4706278 76185 3500 16410 2500 705362 7006438 6609827 396611 52650 87508 32494 1068182 1240834 -844223 SCHEDULE G, PART I, LINE 2B, COLUMN (V) PAYMENTS FOR FUNDRAISING EXPENSES FOR VARIOUS GRASSROOTS FUNDRAISING ACTIVITIES, INCLUDING ICON SALES, KIT COSTS FOR CORPORATE PARTNER ANNUAL ROUND UP CAMPAIGNS, DIRECT CREDIT CARD COSTS, RADIOTHON EXPENSES, DIRECT TV MEDIA FEES, AND GOLF TOURNAMENTS WHICH ARE HELD AT CHILDREN'S MIRACLE NETWORK HOSPITALS (CMNH) NATIONAL SPONSOR LOCATIONS. INCLUDES EXPENSES RELATED TO ALL CMNH ACTIVITIES, INCLUDING CMNH DISBURSEMENT AND ACF-RUN CMNH ACTIVITIES. SCHEDULE G, PART I, LINE 2B, COLUMN (III): ARKANSAS CHILDREN'S FOUNDATION (ACF) MAINTAINS CUSTODY AND CONTROL OF ALL CONTRIBUTIONS RECEIVED AS A RESULT OF THE EFFORTS OF CI PARTNERS DIRECT. FOR CMNH, A LARGE PORTION OF REVENUE WAS GENERATED THROUGH ACF-RUN CMNH ACTIVITIES IN WHICH THE INCOME WAS RECEIVED BY THE FOUNDATION DIRECTLY FROM INDIVIDUAL DONORS AND CORPORATE PARTNERS. OTHER CMNH REVENUE WAS RECEIVED IN QUARTERLY DISBURSEMENTS FROM CMNH, FOR WHICH CMNH DID DIRECTLY MANAGE THE FUNDS AND SENT ACF A DETAILED BREAKDOWN OF FUND AND DONOR DETAILS FOR BOTH INDIVIDUAL AND CORPORATE PARTNER GIFTS. IN FY24, ACF DID NOT USE CMNH FOR DIRECT MAIL SOLICITATION. SCHEDULE G, PART II, COLUMN C ALL ARKANSAS CHILDREN'S FOUNDATION FUNDRAISING EVENTS HELD DURING THE YEAR WERE REPORTED IN PART II, INCLUDING THOSE WHOSE GROSS RECEIPTS WERE LESS THAN $5,000. 1 ARKANSAS CHILDREN'S HOSPITAL 1 CHILDRENS WAY LITTLE ROCK AR 72202 710236857 501(C)(3) 17521999 0 GENERAL SUPPORT ARKANSAS CHILDREN'S RESEARCH INSTITUTE 13 CHILDRENS WAY LITTLE ROCK AR 72202 710694931 501(C)(3) 1159367 0 RESEARCH ARKANSAS CHILDREN'S NORTHWEST 1 CHILDRENS WAY LITTLE ROCK AR 72202 810817660 501(C)(3) 9909091 0 GENERAL SUPPORT UNIVERSITY OF ARKANSAS FOR MEDICAL SCIENCES 4301 W MARKHAM LITTLE ROCK AR 72205 716056774 GOV'T ENTITY 7500 0 GENERAL SUPPORT 4 0 SCHEDULE I, PART IV ARKANSAS CHILDREN'S FOUNDATION DOES NOT ROUTINELY MAKE MONETARY GRANTS TO OTHER UNRELATED ORGANIZATIONS OR TO INDIVIDUALS, AND THEREFORE REFERENCE TO THESE MONITORING PROCEDURES IS NOT APPLICABLE. ASSISTANCE IS PROVIDED PRIMARILY TO RELATED TAX-EXEMPT ORGANIZATIONS IN FURTHERANCE OF THEIR EXEMPT PURPOSES. X X 1 1 X X X X 0 1 0 0 0 0 0 0 0 MARCELLA DODERER AC PRESIDENT & CEO-ACF DIRECTOR 0 1325605 0 672006 0 242044 0 289890 0 12929 0 2542474 0 220002 FRED SCARBOROUGH AC EVP/CDO-ACF DIRECTOR 0 532667 0 180234 0 55691 0 75789 0 14226 0 858607 0 49281 ASHLIE HILBUN FORMER ACF VP-CURRENT AC SVP/CSO/CCO 0 409269 0 98601 0 32737 0 59479 0 14122 0 614208 0 30002 ENID OLVEY ACF PRESIDENT 346810 0 93049 0 30002 0 52350 0 1473 0 523684 0 27502 0 LINDSEY THOMAS VP - PHILANTHROPY 207295 0 48007 0 202 0 13358 0 8630 0 277492 0 0 0 EMILY MCCOY VP - PHILANTHROPY 214292 0 48135 0 204 0 9202 0 4829 0 276662 0 0 0 JILL MCILROY PHILANTHROPY EXEC DIR 142575 0 12285 0 174 0 10515 0 9683 0 175232 0 0 0 DEAN GREER ADV SERV EXEC DIRECTOR 136428 0 12871 0 499 0 10520 0 12934 0 173252 0 0 0 VANESSA DELGADILLO PHILANTHROPY DIRECTOR 137949 0 12855 0 116 0 3707 0 12933 0 167560 0 0 0 TAYLOR SPEEGLE PHILANTHROPY DIRECTOR 137049 0 12281 0 104 0 3841 0 12934 0 166209 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. SEVEN OFFICERS/EMPLOYEES USED CHARTER TRAVEL DURING THE CALENDAR YEAR. BECAUSE THE CHARTER TRAVEL WAS USED FOR ARKANSAS CHILDREN'S BUSINESS PURPOSES, IT WAS NOT CONSIDERED AS TAXABLE WAGES. PART I, LINE 3 COMPENSATION FOR ANY SYSTEM EXECUTIVE LISTED ON ACF (PRESIDENT OF ARKANSAS CHILDREN'S AND CHIEF DEVELOPMENT OFFICER OF ARKANSAS CHILDREN'S) 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 COMMITTEE HAS THE FULL AUTHORITY AND SPECIFIC RESPONSIBILITY FOR REVIEWING AND APPROVING EXECUTIVE COMPENSATION PRACTICES AS IT RELATES TO BASE SALARY, INCENTIVE COMPENSATION AND TOTAL REMUNERATION TARGETS. THE COMMITTEE HAS SPECIFIC RESPONSIBILITY FOR DETERMINING COMPENSATION FOR THE HEALTH SYSTEM PRESIDENT/CEO AND FOR APPROVAL OF RECOMMENDATIONS MADE BY THE CEO FOR POSITIONS DEEMED AS "DISQUALIFIED PERSONS" UNDER SECTION 4958 OF THE CODE. THE POLICIES AND PROGRAMS REVIEWED AND APPROVED BY THE COMMITTEE SHALL BE DESIGNED TO ENSURE THAT THE CORPORATION AND ITS AFFILIATES REMAIN COMPETITIVE AND REASONABLE RELATIVE TO THE COMPENSATION AND TOTAL REMUNERATION OF SIMILARLY SITUATED HEALTH SYSTEMS LOCALLY AND NATIONALLY, AND TO PERMIT THE CORPORATION AND SUCH AFFILIATES TO ATTRACT AND RETAIN SUPERIOR EXECUTIVES IN FURTHERANCE OF THE CORPORATION'S AND AFFILIATES PURPOSES. 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, CURRENT COMPENSATION SURVEYS COMPILED BY INDEPENDENT FIRMS; 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 SCHEDULE J, 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 (THREE) 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 2023 (FISCAL YEAR 2024), THE FOLLOWING ACF REPORTABLE EMPLOYEES WERE ELIGIBLE AND PARTICIPATING IN THE DEFERRED COMPENSATION PLAN. THESE EMPLOYEES RECEIVED DISTRIBUTIONS PER THE PLAN DOCUMENT. SUCH AMOUNTS ARE NOTED BELOW. - MARCELLA DODERER: AC/ACH/ACNW PRESIDENT/CEO - $237,142 - FRED SCARBOROUGH: AC EVP/CDO - $53,121 - ASHLIE HILBUN: AC SVP/CSO/CCO (FORMER ACF KE) - $32,339 - ENID OLVEY: ACF PRESIDENT - $29,644 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, SCHEDULE J, PART I, LINES 5-7 THE INCENTIVE PLANS FOR ALL ENTITIES CHANGED WITH THE 2013 TAX RETURNS, AND THERE ARE SPECIFIC RULES AND CALCULATIONS FOR BONUSES. NONE ARE CONTINGENT ON REVENUES OR NET EARNINGS OF THE ORGANIZATIONS (ANY), AND SINCE THEY ARE CALCULATED BASED ON A SPECIFIC FORMULA, THEY ARE NOT "NON-FIXED". THE QUESTIONS 5, 6, AND 7 IN PART I TO SCHEDULE J ARE ALL CORRECTLY ANSWERED "NO". X 18 1461080 STOCK MARKET VALUE X 15 56774 COST X 4 26159 COST X EVENT ITEMS 50 302318 COST X AUCTION ITEMS 57 154126 SALE PRICE 0 0 1 1 PART I, COLUMN (B): FOR THE PURPOSES OF THIS SCHEDULE, ARKANSAS CHILDREN'S FOUNDATION REPORTS THE QUANTITIES IN COLUMN B BASED ON THE NUMBER OF CONTRIBUTIONS BY DONOR, NOT THE NUMBER OF ITEMS CONTRIBUTED, IN ACCORDANCE WITH HISTORICAL RECORDKEEPING PRACTICES. PART I, LINE 32B: WHEN APPLICABLE, REALTORS ARE USED TO SELL DONATED PROPERTIES AND INVESTMENT COMPANIES ARE USED TO LIQUIDATE DONATED SECURITIES. FORM 990, PART VI, SECTION A, LINE 1A SUBJECT TO THE RESERVED POWERS OF THE SOLE MEMBER, THE EXECUTIVE COMMITTEE SHALL BE RESPONSIBLE DURING THE INTERVALS BETWEEN MEETINGS OF THE BOARD OF DIRECTORS FOR MANAGING AND DIRECTING THE AFFAIRS OF THE CORPORATION IN ALL CASES IN WHICH SPECIFIC DIRECTIONS SHALL NOT HAVE BEEN GIVEN BY THE BOARD OF DIRECTORS, AND FOR ALL DUTIES SET FORTH AS FOLLOWS: (A) SUPERVISING AND PROVIDING THE STRATEGIC DIRECTION FOR ACF'S FUNDRAISING EFFORTS; (B) ESTABLISHING ACF'S BUDGETS AND MONITORING FINANCIAL PERFORMANCE AGAINST THOSE BUDGETS; (C) MAKING GRANTS, CONTRIBUTIONS, OR OTHER FORMS OF SUPPORT TO OR FOR THE BENEFIT OF THE SOLE MEMBER OR AFFILIATES; (D) NOMINATING THE BOARD OF DIRECTORS; NOMINATING THE OFFICERS OF THE BOARD OF DIRECTORS; (E) FOCUSING ON STATE-WIDE COMPOSITION OF THE BOARD WHEN CONSIDERING NOMINATIONS. FORM 990, PART VI, SECTION A, LINE 2 THE FOLLOWING DIRECTORS HAD A BUSINESS RELATIONSHIP DURING THE FISCAL YEAR: JASON LAFRANCE AND ISAAC SMITH MICHAEL SHELBY AND JAKE NABHOLZ FORM 990, PART VI, SECTION A, LINE 6 THE FOUNDATION'S SOLE MEMBER 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., ACF'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 THE FOUNDATION'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 THE FOUNDATION'S INTERNAL FINANCIAL STATEMENTS AND THE ARKANSAS CHILDREN'S, INC. CONSOLIDATED AUDIT REPORT, IS INITIALLY REVIEWED IN DETAIL WITH THE ARKANSAS CHILDREN'S CHIEF DEVELOPMENT OFFICER AND ARKANSAS CHILDREN'S FOUNDATION PRESIDENT. THE DRAFT IS ALSO REVIEWED IN DETAIL WITH THE VP OF FINANCIAL OPERATIONS OF ARKANSAS CHILDREN'S, INC. ANY RESULTING REVISIONS TO THE DRAFT FORM 990 ARE MADE FOLLOWING THE REVIEW BY THE FOUNDATION'S MANAGEMENT. A PUBLIC DISCLOSURE COPY OF THE FORM 990 IS MADE AVAILABLE TO THE OFFICERS AND THE BOARD PRIOR TO FILING IN ORDER TO PRESERVE THE PRIVACY OF DONORS. FORM 990, PART VI, SECTION B, LINE 12C THE FOUNDATION 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 SYSTEM EXECUTIVE LISTED ON ACF (PRESIDENT OF ARKANSAS CHILDREN'S AND CHIEF DEVELOPMENT OFFICER OF ARKANSAS CHILDREN'S) 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 COMMITTEE HAS THE FULL AUTHORITY AND SPECIFIC RESPONSIBILITY FOR REVIEWING AND APPROVING EXECUTIVE COMPENSATION PRACTICES AS IT RELATES TO BASE SALARY, INCENTIVE COMPENSATION AND TOTAL REMUNERATION TARGETS. THE COMMITTEE HAS SPECIFIC RESPONSIBILITY FOR DETERMINING COMPENSATION FOR THE HEALTH SYSTEM PRESIDENT/CEO AND FOR APPROVAL OF RECOMMENDATIONS MADE BY THE CEO FOR POSITIONS DEEMED AS "DISQUALIFIED PERSONS" UNDER SECTION 4958 OF THE CODE. THE POLICIES AND PROGRAMS REVIEWED AND APPROVED BY THE COMMITTEE SHALL BE DESIGNED TO ENSURE THAT THE CORPORATION AND ITS AFFILIATES REMAIN COMPETITIVE AND REASONABLE RELATIVE TO THE COMPENSATION AND TOTAL REMUNERATION OF SIMILARLY SITUATED HEALTH SYSTEMS LOCALLY AND NATIONALLY, AND TO PERMIT THE CORPORATION AND SUCH AFFILIATES TO ATTRACT AND RETAIN SUPERIOR EXECUTIVES IN FURTHERANCE OF THE CORPORATION'S AND AFFILIATES PURPOSES. 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, CURRENT COMPENSATION SURVEYS COMPILED BY INDEPENDENT FIRMS; 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 FOUNDATION'S 990 AND 990-T ARE AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART VI, SECTION C, LINE 19 THE FOUNDATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST AS REQUIRED. FORM 990, PART XI, LINE 9: TRANSFER OF NET ASSETS TO ANNUITY RESERVE -18,641. TRANSFER OF ASSETS BETWEEN ACH AND ACF -25,000. 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 RESEARCH INSTITUTE 13 CHILDRENS WAY LITTLE ROCK AR 72202 710694931 RESEARCH 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 THRU ARKANSAS CHILDREN'S HOSPITAL AND FOUNDATION 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 2ND FLOOR CAMANA BAY GRAND CAYMAN CJ KY1-1102 981472934 CAPTIVE INSURANCE COMPANY CJ N/A C 0 0 1 1 1 0 0 0 0 0 0 0 1 0 1 1 1 1 1 1 SCHEDULE R, PART V, LINE 1D ARKANSAS CHILDREN'S HOSPITAL AND ARKANSAS CHILDREN'S FOUNDATION GUARANTEE THE OUTSTANDING BOND INDENTURES.