2025-08-15T16:24:03+00:00 2024-09-30 440160260 FORVIS MAZARS LLP 1201 WALNUT ST SUITE 1700 KANSAS CITY MO 641062246 990 2023-10-01 541190773 Carilion Clinic Foundation CARI 5402245102 PO BOX 12385 Roanoke VA 240252385 G ROBERT VAUGHAN JR TREASURER 5402245102 2025-08-15 true MIKE ENGLE P00482834 8162216300 2025-08-15 2023 2025-03-06 01:10:19Z RALPH ALEE PO BOX 12385 Roanoke VA 240252385 20585210 false X WWW.CARILIONFOUNDATION.ORG X 1982 VA Our mission is to improve the health of the communities served by Carilion Clinic through fundraising, grants, and other activities to support patient care, community needs, medical research, and capital needs. 11 9 9 13 0 0 4613739 5021094 1302760 1693829 1289126 6390573 13796 6191 7219421 13111687 1044261 1084478 0 965633 1079759 0 1072841 693327 1206851 2703221 3371088 4516200 9740599 58873163 72379968 179225 207906 58693938 72172062 Our mission is to improve the health of the communities served by Carilion Clinic through fundraising, asset management, grants, projects, and related activities to support patient care, community needs, medical research, and capital needs. false false 1775604 1084478 1693829 The Carilion Clinic Foundation supports development and outreach and secures philanthropic support for Carilion Clinic's 7 hospitals and multiple clinic sites. Gifts to the Foundation support Carilion Clinic's patient care, community outreach, medical research and capital needs. 1775604 true true false false false false false false false true true false false true false false true false false false false false false false false false true true true false false false false false false false false true false false false true true true true false false true X 0 0 9 true false false false false false true true false false false false false false X 11 9 true true false false true true true true false false false true true true true true true true true false X MATTHEW BARR 5402245021 213 S JEFFERSON ST ROANOKE VA 24011 Robert Bennett Director/Chair 1.0 0 X X 0 0 0 Abney Boxley III Director 0.5 4.5 X 0 14773 0 Dawn Long Director 0.5 0 X 0 0 0 Eddie Smith Director 0.5 0 X 0 0 0 George Cartledge Jr Director 0.5 0.0 X 0 0 0 J David Wine Director 0.5 0 X 0 0 0 James Hall Jr Director 0.5 0 X 0 0 0 James Hartley Director 0.5 8.2 X 0 30000 0 Kimberly Blair Director 0.5 0 X 0 0 0 Nancy Howell Agee Director/CEO, Carilion Clinic 1.0 49.0 X 0 3830705 1792 Sandra Lovinguth PhD Director 0.5 0 X 0 0 0 Stephen Musselwhite Director 0.5 0 X 0 0 0 William Kingery Jr Director 0.5 4.9 X 0 10250 0 Donald Halliwill Asst. Treasurer 0.5 49.5 X 0 1119248 167911 G Robert Vaughan Jr Treasurer 0.5 49.5 X 0 458008 71002 Julie Smith-Hamilton Asst. Secretary 0.5 39.5 X 0 60728 18375 Nicholas Conte Secretary 2.0 48.0 X 0 1023717 174893 Ralph Alee Vice President 50.0 0 X 263084 0 80932 Amy Bridge Director Foundation Operations 40.0 0 X 120526 0 17379 Taylor Adkins Director of Philanthropy 50.0 0 X 140209 0 13623 523819 6547429 545907 3 false true false 0 745610 2990 17140 15000 4240354 1351525 5021094 ADMINISTRATIVE SERVICES 561000 1693829 1693829 0 0 0 0 1693829 3103727 3103727 0 0 10757379 7470533 3286846 0 3286846 3286846 5181 2990 2990 2191 2191 Other income 531190 4000 4000 0 0 0 0 4000 13111687 1693829 0 6396764 884105 884105 200373 200373 308913 77228 231685 118538 118538 528513 76224 156352 295937 8555 1234 2531 4790 52781 7069 20736 24976 62459 5108 15343 42008 6171 6171 113402 113402 262194 21762 66099 174333 38 3 10 25 142180 38754 26532 76894 20016 20016 45785 3530 13984 28271 5294 439 1335 3520 5145 427 1297 3421 2728 58 2213 457 AFFILIATE PROGRAM SUPPORT 524839 524839 DUES & SUBSCRIPTIONS 49573 4115 12497 32961 MISCELLANEOUS 29486 7564 6913 15009 0 0 0 0 3371088 1775604 522643 1072841 6056512 9867771 4887617 4131569 0 0 39154 34232 759087 49716 201001 709371 22315768 27954583 25373111 29682442 0 0 0 58873163 72379968 160912 193887 0 18313 14019 179225 207906 X -4048121 -3549698 62742059 75721760 58693938 72172062 58873163 72379968 X 9740599 3746702 -9177 X false true X true true true X 3429349 29591694 8192280 4624535 5021094 50858952 0 0 3429349 29591694 8192280 4624535 5021094 50858952 23910961 26947991 318708 4348588 412535 1516910 3103727 9700468 0 0 0 0 3000 4000 7000 60566420 6291586 0.4449 0.5106 X Schedule A, Part II, Line 10 Other Income DESCRIPTION - , COLUMN A - , COLUMN B - , COLUMN C - , COLUMN D - 3000.0, COLUMN E - 4000.0, COLUMN F - 7000.0; RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 506600 191000 697600 61487 49716 11771 709371 COMINGLED FUNDS HEDGE FUNDS REAL ESTATE LTD P'SHIPS PRIVATE EQUITY FIXED INCOME ALT INV Alternative Investments 29682442 F 29682442 DUE TO AFFILIATES Pension Liability 14019 14019 true Radford University PO Box 6922 Radford VA 24142 546001789 Virginia 380810 Scholarships Carilion Medical Center 1906 Belleview AVe Roanoke VA 24016 540506332 501(c)(3) 458222 Hospice, Program Support Carilion New River Valley Med Center 2900 Lamb Circle Christiansburg VA 24073 540553805 501(c)(3) 13535 Hospice, Program Support Carilion Franklin Memorial Hospital 180 Floyd Ave Rocky Mount VA 24151 540480606 501(c)(3) 23148 Hospice, Program Support Carilion Clinic Patient Transportation 431 McClanahan St Roanoke VA 24014 541864693 501(c)(3) 6000 Program Support 5 0 PATIENT ASSISTANCE 1746 70916 CARILION EMPLOYEE EMERGENCY ASSISTANCE 30 114287 Scholarships 8 15170 Schedule I, Part I, Line 2 Procedures for monitoring use of grant funds The Foundation provides funds to other Carilion Clinic-related exempt organizations, patients, and employees as requested, in accordance with established fund usage criteria. The Foundation's hospital support includes administration of funds and endowments created through donations. Each fund and endowment have a process through which hospital staff may apply for funding grants for the specific area or project indicated by the donor or Foundation staff, or the Foundation Board of Directors. All grant applications require written requests with detailed budgets, measurement metrics, desired outcomes, and the signature of the senior staff member of the department. All applications are reviewed by the senior staff of the Foundation, who ensure that awarded grants meet all criteria for need and strategic relevance. Once a grant is awarded, usage and outcome reports are generally required. In a few cases, grantees are required to present findings from educational opportunities funded through grants. Emergency grants are also available through separate funds for employees and patients. In these cases, the applying individual will fill out a standardized form, which includes need and support documentation, which is then submitted to the Foundation and reviewed weekly by committees comprised of employees representing departments throughout Carilion Clinic. Committee members have no conflicts of interest with the potential grantees being reviewed. false true false false false false false true false Nancy Howell Agee Director/CEO, Carilion Clinic 0 1718407 0 353685 0 1758613 0 -14700 0 16492 0 3832497 0 1500000 Nicholas Conte Secretary 0 731687 0 111366 0 180664 0 156813 0 18080 0 1198610 0 172601 Donald Halliwill Asst. Treasurer 0 767976 0 117511 0 233761 0 142915 0 24996 0 1287159 0 227735 G Robert Vaughan Jr Treasurer 0 353161 0 41359 0 63488 0 46006 0 24996 0 529010 0 57282 Ralph Alee Vice President 237380 0 23735 0 1969 0 57015 0 23917 0 344016 0 0 0 Taylor Adkins Director of Philanthropy 140020 0 0 0 189 0 6441 0 7182 0 153832 0 0 0 Schedule J, Part I, Line 3 Arrangement used to establish the top management official's compensation The organization has a single member, Carilion Clinic, a charitable tax-exempt organization which serves as the parent company of the Carilion Clinic integrated health care delivery system. The Carilion Clinic Board of Directors Compensation Committee reviews the compensation philosophy for all executive leaders in the health system, including the Foundation Vice President, the organization's top management official. An independent, outside compensation consultant specializing in healthcare organizations conducted a detailed analysis of total compensation and each element thereof, including base salary, bonus, 'at-risk other cash compensation, and benefits, including deferred and retirement benefits. Compensation was compared to both a national and regional peer group of organizations similar in size and structure to the organization, which list was reviewed by the Compensation Committee. The study's data and findings were shared with the health system's EVP/CLO. Schedule J, Part I, Line 4b Supplemental nonqualified retirement plan Mr. Conte, Mr. Halliwill, and Mr. Vaughan participate in a Defined Contribution Supplemental Executive Retirement Plan (DC SERP). Contributions to the plan are at the discretion of Carilion Clinic's Compensation Committee. Amounts vest and become non-forfeitable and payable upon the first of the following (1) attainment of scheduled vesting date (2) attainment of age and years of service requirements (3) disability or death while an eligible employee or (4) entitlement to severance benefits from an involuntary termination without reasonable cause or resignation with good reason. Unvested contributions made to the DC SERP in the reporting period are included in Part II, Column C of this schedule with "retirement and other deferred compensation," while vested contributions paid out during the year are included in Part II, Column B(iii). The following distributions were made to these individuals under this plan in the reporting year. Deferred in prior year and paid out in current year: $172,601 - Nicholas Conte $227,735 - Donald Halliwill $57,282 - G. Robert Vaughan, Jr. Ms. Agee participates in an Executive Flexible Benefit Plan, under which she receives an allowance which can be used to obtain certain benefits, with the excess deferred until the applicable vesting date. Amounts received under this plan now vest immediately and thus are no longer deferred. $245,365 was distributed under this plan in the reporting year. In the current year Ms. Agee also received $1,500,000 per a retention agreement that had been previously reported in Part II Col. C. Schedule J, Part I, Line 7 Non-fixed payments The organization pays annual 'at risk' compensation to certain members of management based on performance of applicable scorecard metrics. While the scorecard contains a formula as a basis for determining overall performance, in certain cases, senior managers have discretion to include additional elements in their assessment of managers reporting to them. In addition, for top management, the actual non fixed payment awarded is determined in the discretion of the Carilion Clinic Board of Directors and its compensation committee. X 2990 Cost X 8 841935 Market value X 1 506600 Market value 1 false true false Schedule M, Part I SCHEDULE M, PART I, COLUMN (B) Number of contributions represents the number of items contributed. Form 990, Part V, Line 1a Form 1099 1099s are issued on Carilion Clinic Foundation's behalf by Carilion Services, Inc., a related organization providing management and administrative services, including payment processing. Form 990, Part VI, Line 2 Family/business relationships amongst interested persons ROBERT BENNETT AND GEORGE CARTLEDGE, JR - Business relationship, Nancy Howell Agee, Nicholas Conte, Donald Halliwill, and G. Robert Vaughan, Jr. - Business relationship, NANCY HOWELL AGEE AND ABNEY BOXLEY, III - Business relationship Form 990, Part VI, Line 3 Delegation of management duties Certain management and related services for the organization are provided by the management and employees of Carilion Services, Inc., a related organization of the filing organization. Some or all of the compensation of the following individuals listed in Part VII, Section A was provided by Carilion Services Inc.: Nancy Howell Agee, Nicholas Conte, Donald Halliwill, and G. Robert Vaughan, Jr. Form 990, Part VI, Line 6 Classes of members or stockholders The organization has a single member. The sole member is Carilion Clinic, a charitable tax-exempt organization which serves as the parent company of the Carilion Clinic integrated health care delivery system. The sole member elects the directors of the organization and has certain other reserved powers. Form 990, Part VI, Line 7a Members or stockholders electing members of governing body The sole member of the organization, Carilion Clinic, elects the members of the governing body of the organization periodically as terms expire. The sole member also has the right to remove directors and fill any vacancies on the Board that may occur for any reason. Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders The sole member of the organization, Carilion Clinic, holds reserved powers with respect to certain enumerated actions, including appointment of CEO; approval of borrowings, budgets, and strategic plans; and amendments of Articles of Incorporation and Bylaws, among others. Approval by the Board of Directors of Carilion Clinic is required for such actions. In addition to the reserved powers, under the laws of the Commonwealth of Virginia, certain extraordinary actions require member approval, such as mergers, consolidations, liquidations, and the sale of substantially all of the assets of the organization. See also Schedule O disclosure for Form 990, Part VI, Section A, Line 7a. Form 990, Part VI, Line 8b Documentation of meetings held by committees of governing body The filing organization has no committees. Form 990, Part VI, Line 11b Review of form 990 by governing body The Form 990 was prepared by Carilion's internal Tax Department with input from various Carilion departments as applicable, and reviewed by internal management and an independent CPA firm. Prior to filing, all Board Members were notified via email that the final Form 990 was available for their access on the organization's Board portal and were provided contact information to reach out to for any questions. Form 990, Part VI, Line 12c Conflict of interest policy Our organization monitors and reviews proposed and current transactions for conflicts of interest in a variety of ways. At the governing board level, we have board members complete an initial (upon appointment) and annual conflict of interest questionnaire to disclose actual or potential conflicts. Board members are required to update their disclosure as needed in between questionnaires. All disclosures are reviewed by the Compliance Office and as needed escalated to the appropriate leaders/board members for further discussion/review. If a disclosure is viewed as an actual or potential conflict, an action is recommended to the Compliance Committee of the Carilion Clinic Board and implemented as approved. Actions can include recusal in discussion/voting at board meetings, limitation/termination of the transaction, removal from board appointment or other appropriate controls. In addition, at any time, board members are encouraged to disclose any potential conflicts as they arise at a board meeting and to recuse themselves as deemed appropriate. The same process takes place as described above for key employees (upon hire and annually thereafter), including all Officers, members of the management team, physicians/mid-level practitioners, pharmacists and key supply chain buyers. After review and further discussion as needed, action may be required to manage an actual conflict or to reduce the appearance of such as approved by the Compliance Office and other key management team members. As needed, the governing board leaders are notified of any conflicts which may impact board proceedings. Form 990, Part VI, Line 15a Process to establish compensation of top management official The organization has a single member, Carilion Clinic, a charitable tax-exempt organization which serves as the parent company of the Carilion Clinic integrated health care delivery system. The Carilion Clinic Board of Directors Compensation Committee reviews the compensation of the Carilion Clinic Board of Governors annually, which includes the Carilion Clinic President and Chief Executive Officer, Executive Vice Presidents (Chief Financial Officer, Chief Physician Executive, Chief Operating Officer, Chief Administrative Officer and Chief Legal Officer), and select Senior Vice Presidents who are the physician Chairs of the Clinical Departments. Certain of these same individuals also hold roles as officers of Carilion Clinic Foundation. The Compensation Committee is made up of independent Board Members of Carilion Clinic who do not have a conflict of interest with any of the executives being reviewed. The Compensation Committee also annually reviews the compensation philosophy for all executive leaders in the health system, which includes Vice Presidents, Senior Vice Presidents, Executive Vice Presidents, and the CEO, among them Carilion Clinic Foundation's top management official and it's Treasurer. This review included review of a comprehensive report from an independent, outside compensation consultant specializing in healthcare organizations for certain select positions and the prior year's report on all the reviewed positions. The reports reviewed by the Committee included a detailed comparison of total compensation and each element thereof, including base salary, bonus, 'at-risk other cash compensation, and benefits, including deferred and retirement benefits. Compensation was compared to both a national and regional peer group of organizations similar in size and structure to the organization, which list was reviewed by the Compensation Committee. The Compensation Committee maintained minutes of its meetings, setting forth the deliberations and decisions of the Committee regarding the compensation of these executives. For officers who are not directly reviewed by the Compensation Committee, including the Foundation's top management official and Treasurer, the independent external compensation consultant conducts the same analysis and shares the data/findings with the system EVP/CLO or EVP/COO. Assistant officers who are not compensated in their capacity as an officer but rather in their role as employee in a position not mentioned above are not subject to Committee or consultant review but are compared to market benchmarks by the Human Resources department. Form 990, Part VI, Line 15b Process to establish compensation of other employees See response for line 15a. Form 990, Part VI, Line 19 Required documents available to the public The organization's governing documents, conflict of interest statement, and consolidated financial statements are released from time to time during the tax year upon request. The Articles of Incorporation are available from the Virginia State Corporation Commission. Limited financial information is available on our website. Form 990, Part XI, Line 9 Other changes in net assets or fund balances PENSION RELATED CHANGES OTHER THAN NET PERIODIC PENSION COSTS - -9177; Form 990, Part IV, Line 11f Disclosure of Uncertain Tax Positions Management has evaluated their income tax positions under the guidance included in ASC 740, based on their review, management has not identified any material uncertain tax positions to be recorded or disclosed in the financial statements. 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