2024-08-14T10:57:22-07:00 2023-09-30 990 2022-10-01 050377502 The Miriam Hospital Foundation MIRI 4014446500 167 Point Street Providence RI 02903 Peter K Markell EVP & CFO 2024-08-14 true 2022 2024-08-08 14:25:15Z Maria Ducharme DNP RN NEA-BC 21869438 false X www.lifespan.org X 1978 RI To engage in philanthropic activities to support the mission and purposes of The Miriam Hospital (TMH), which are delivering health with care. 24 24 0 118 0 5353420 2496219 0 -1670639 2020794 -198706 -258490 3484075 4258523 5592483 4205257 0 0 0 1090939 948010 1102220 6540493 5307477 -3056418 -1048954 62670707 64719747 608988 387484 62061719 64332263 X To be operated exclusively for charitable, scientific, and educational purposes, and, more specifically, for the purpose of supporting and otherwise benefiting and being responsive to the needs of Lifespan Corporation and its affiliates. (see Schedule O) false false 2168872 2168872 Through the development and administration of its philanthropic activities, in fiscal year 2023 The Miriam Hospital Foundation (the Foundation) transferred funds raised in the aggregate amount of $2,168,872 to TMH to support its operations and capital expenditures, which in turn benefits the Rhode Island community. Most notably, the Foundation transferred $288,258 for various research related needs, including weight control programs, COBRE Phase 2, and the Center for HIV and STI Prevention (CHASP) and $258,162 to TMH's Center for Innovative Cancer Treatment,designated to support growth and enhancement for metastatic cancer clinical research trials. Please see Schedule O of Form 990 for further detail related to other significant TMH programs which the Foundation supported via philanthropy received during the fiscal year. 1287033 1287033 During fiscal year 2023, the Foundation granted $1,287,033 from its unrestricted net assets to TMH to be used in support of the following areas: (1) to support its operations and capital expenditures, which in turn benefits the Rhode Island community ($288,258); (2) to TMH's Human Experience Institute to provide training and facilitate education ($220,000); (3) to support the Integrative Nursing Training Program ($201,450); (4) to provide support for a palliative care physician provider at TMH who will provide consultation services for appropriately identified patients in the Emergency Department($182,000); (5) TMH's Community Relations Program--community action grants ($100,000); and (6) nursing education and research at TMH ($80,000). 442747 442747 The Foundation transferred $442,747 to TMH to be used for general support of the Women's Cardiac Program and Physical Space. 306605 306605 4205257 true true false false false false false false false true false true false false true true false true false false false false false false true false false true false true false false false false false false false false true false false false false true false false false true 6 0 true 0 false false false false false true true false 0 false false false false false false false X 24 24 true false false false true true true true true false false true true true true true true false false false X Peter K Markell 4014447914 167 Point Street Providence RI 02903 X David A Kirshner EVP & CFO-11/22 0.00 40.00 X 0 857218 20609 Maria P Ducharme President 2.00 38.00 X X 0 561006 122745 Arthur J Sampson Fmr. President 0.00 0.00 0 417696 18300 Gale Aronson Trustee 1.00 0.00 X 0 0 0 Susan Bazar Trustee 1.00 0.00 X 0 0 0 Joseph Brito Jr Trustee 0.00 0.00 X 0 0 0 Gary Bubly MD Trustee 0.10 0.00 X 0 0 0 E Colby Cameron Esq Trustee 0.05 0.00 X 0 0 0 Sherry S Cohen Trustee 1.00 0.00 X 0 0 0 Grace Dugan Trustee 1.00 0.00 X 0 0 0 Jonathon Fain Trustee 0.08 0.00 X 0 0 0 Stuart Feldman Trustee 1.00 0.00 X 0 0 0 Brett Gerstenblatt Trustee 2.00 0.00 X 0 0 0 Almon Hall Treasurer 1.00 0.00 X X 0 0 0 Steven J Issa Vice Chair 2.00 0.00 X X 0 0 0 Deborah G Jaffe Secretary 0.25 0.00 X X 0 0 0 Susan H Kaplan Chair 6.00 0.00 X X 0 0 0 Bertram M Lederer Trustee 1.50 0.00 X 0 0 0 Marianne T Litwin Trustee 1.00 0.00 X 0 0 0 Jamie Manville Trustee 0.00 0.00 X 0 0 0 Marcus P Mitchell Trustee 4.00 0.00 X 0 0 0 James V Rosati Trustee 0.25 0.00 X 0 0 0 Lawrence B Sadwin Trustee 1.00 16.00 X 0 0 0 Fred J Schiffman MD Trustee 2.00 0.00 X 0 0 0 Sheri Sweitzer Trustee 3.00 0.00 X 0 0 0 Matthew P Vrees MD Trustee 1.00 0.00 X 0 0 0 Edward J Wing MD Trustee 0.33 0.00 X 0 0 0 Peter K Markell EVP & CFO 0.10 49.90 X 0 0 0 1835920 161654 0 true true false 0 793657 74118 1628444 62189 2496219 0 1286581 1286581 0 0 0 17951720 17217507 734213 734213 734213 134918 793657 393408 -258490 -258490 0 0 0 4258523 1762304 4205257 4205257 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 6046 6046 0 0 0 0 0 0 0 0 0 0 Svcs purchased from Lifespan 1066331 1066331 Printing and Publications 12618 12618 Other expenses 11281 11281 Postage & Freight 5944 5944 0 5307477 4205257 11281 1090939 18058 1456 0 2452328 1882044 0 0 0 0 0 1000 854 0 37424511 41074732 22372835 21330853 0 0 401975 429808 62670707 64719747 258785 5884 350203 381600 608988 387484 X 30968691 31935397 31093028 32396866 62061719 64332263 62670707 64719747 X -1048954 3319865 -367 X false true X true false X 2385361 2216479 2966952 5353420 2496219 15418431 0 0 2385361 2216479 2966952 5353420 2496219 15418431 3038264 12380167 440602 364041 1024703 1404279 1286581 4520206 0 105630 1000 98436 164798 134918 504782 20443419 0.60560 0.62320 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 59797346 3166534 4341884 4205257 694922 62405585 71335449 4461290 -10108623 5592483 290275 8012 59797346 59841847 2273298 12753286 3392149 133407 7426 71335449 57504115 2257487 3920709 3654522 175450 10492 59841847 58164722 2581802 346144 3026749 555791 6013 57504115 0.50550 0.35880 0.13570 false true true 21330853 Due to (from) Affiliates 4226 Due to TMH Medical Staff Assn. 321854 Unearned Interest-Char.Gift Annuity 55520 381600 X Part V, Line 4: Intended uses of the endowment fund. The Miriam Hospital Foundation's (the Foundation, or TMHF) endowment funds have been established for a variety of purposes, including both donor-restricted funds and funds designated by the Foundation to function as endowments. The Foundation's largest permanently restricted endowment generates income which is donor-designated to support The Miriam Hospital's (TMH) Emergency Department(ED). The Foundation maintains another large permanently restricted endowment fund, the income from which is donor-designated for the general use and purposes of the Department of Cardiology at TMH. Income from several of the Foundation's other notable permanently restricted endowments is for the general use and purposes of TMH, while others support: (1) education and research in TMH's Department of Medicine; (2) neuroscience research; (3) TMH's geriatrics program; (4) purchases of various types of medical equipment and beds; (5) physician international services; (6) work to find a cure for myelofibrosis; and (7) nursing scholarships. The largest temporarily restricted funds held by TMHF are used to support TMH's treatment of cancer at the Lifespan Cancer Institute, as well as support the Center for Innovative Cancer Research and Treatment at TMH. Other significant temporarily restricted funds of the Foundation sustain clinical shared chairs with The Warren Alpert Medical School of Brown University in geriatrics, cardiology, immunology, and oncology, as well as support the operational needs of TMH's ED. TMHF's unrestricted endowment supports spending priorities at TMH collaboratively established by the management of TMH and TMHF and approved by TMHF's Board, and also defrays the Foundation's fundraising expenses, primarily comprised of services purchased from Lifespan Corporation. Part X : FIN48 Footnote The Foundation is a not-for-profit corporation as described in Section 501(c)(3) of the Internal Revenue Code (the Code) and is exempt from Federal income taxes pursuant to Section 501(a) of the Code.The Foundation recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount of benefit that is greater than fifty percent likely to be realized upon settlement. Changes in measurement are reflected in the period in which the change in judgment occurs. The Foundation did not recognize the effect of any income tax positions in either 2023 or 2022. false Gala 928575 793657 134918 86688 101627 93961 111132 928575 793657 134918 86688 101627 93961 111132 393408 -258490 true Brown University 75 Waterman Street Providence RI 02912 050258809 501(c)(3) 306605 0 Shared Chairs- See Schedule O The Miriam Hospital 164 Summit Avenue Providence RI 02906 050258905 501(c)(3) 3898652 0 Philanthropy 2 0 Grantmaker's Description of How Grants are Used The Miriam Hospital Foundation (the Foundation) engages in philanthropic activities to support the mission and purposes of The Miriam Hospital (TMH), a related 501(c)(3) organization. During the fiscal year ended September 30, 2023, the Foundation made temporarily restricted net asset transfers to TMH amounting to $2,611,619 to be spent by TMH in support of certain building and equipment additions or specified clinical programs. A master database of TMH's temporarily restricted funds is maintained as the primary source for identifying each fund's restriction, the availability of the current balance, and the authorized personnel for the respective fund. The database contains the fund's name, primary reporting department, most recent month end balance, fund purpose/restriction, and the management responsible for the fund. Expenditures (purchase requisitions, work order requisitions, check requests, and employee reimbursements) from TMH's temporarily restricted funds must be presented to the Lifespan Finance Department for approval prior to processing. Each request is reviewed to ensure the availability of funds and that the expense/purchase is both in conformity with the fund's restriction and approved by the required levels of authorized personnel referenced in the database.Additionally, the Foundation made grants from its unrestricted net assets to TMH totaling $1,287,033 in fiscal year 2023 in support of spending priorities collaboratively established by the management of TMH and the Foundation and approved by the Foundation Board.The Foundation and Brown University (Brown) have several agreements pursuant to which each entity maintains endowment funds representing approximately 50% of certain endowment gifts which support various clinical shared chairs. Each agreement specifies a spending rate which is applied to the trailing three-year average fair value of the applicable endowment funds to arrive at an amount used to support the named professorships. Payments distributing these amounts, which are made by the Foundation to Brown on a quarterly basis, totaled $306,605 in the fiscal year ended September 30, 2023. Under the terms of the agreements, Brown is required to provide an annual accounting to the Foundation sixty days following the anniversary of each agreement. false true false false false false false false false Arthur J Sampson Fmr. President 412504 5192 18300 435996 David A Kirshner EVP & CFO-11/22 662492 194726 12141 8468 877827 Maria P Ducharme President 484437 76569 94238 28507 683751 45875 X 3 6235 FMV X 11 17378 FMV X Sports Pkg 9 11740 FMV X Jewelry 1 1950 FMV X Vacation Pkg 4 7008 FMV X Entertain Pkg 8 6929 FMV X Misc 13 6250 FMV X Electric Bike 1 4699 FMV false true false Form 990, Part III, Line 4d OTHER PROGRAM SERVICES 4: The Foundation provided $306,605 to The Warren Alpert Medical School of Brown University in fiscal year 2023 in support of shared chairs in geriatrics, cardiology, immunology, and oncology. Form 990, Part VI, Section A, Line 2 Susan Bazar, Trustee, and Jamie Manville, Trustee, have a family relationship. Form 990, Part VI, Section A, Line 6 Lifespan Corporation is the sole member of the Foundation. Form 990, Part VI, Section A, Line 7a The bylaws of the Foundation confer certain reserved powers upon Lifespan to provide it with the means of effective oversight, coordination, and support of the system. Powers reserved to Lifespan include: to elect and remove trustees and to approve the election or removal of certain officers. At each annual meeting of the Foundation's Board of Trustees, a list is compiled of the names of those persons selected to serve as Trustees of the Foundation so that it can be approved and submitted to Lifespan for ratification and election. Form 990, Part VI, Section A, Line 7b Lifespan has the responsibility for planning, directing, and establishing policies intended to assure the development and delivery of quality health services on an integrated, cost-effective basis. Powers reserved to Lifespan, in addition to those noted above, include: to approve amendments of the Articles of Incorporation and Bylaws and other charter documents; to approve strategic plans; to approve investment policies and any capital or operating budgets or material non-budgeted expenditures; and to authorize incurrence or guaranty of material indebtedness. Form 990, Part VI, Section B, Line 11b The preparation and filing of the Form 990 and supporting schedules is the responsibility of the Executive Vice President & Chief Financial Officer (EVP/CFO) and Lifespan's Finance Department. The Form 990 is prepared by the accounting staff upon completion of Lifespan's annual independent audit and is reviewed by the Corporate Services Tax Compliance Manager and Director of Finance - Corporate Services. The draft Form 990 is then provided to the EVP/CFO for final management review. Prior to filing the return with the Internal Revenue Service, a copy of the entire form is sent to the Foundation's Board of Trustees in advance of its next Board meeting, at which the EVP/CFO discusses the highlights of the Form. All questions and concerns of the members of the Board are addressed by the EVP/CFO and incorporated into the Form 990 when appropriate. Once the Form 990 is complete and ready to be filed, the members of the Board are notified via email that a copy of the final version of the Form 990 is accessible through the same password-protected website portal. The EVP/CFO is authorized to file the Form 990. Form 990, Part VI, Section C, Line 19 Lifespan and the Lifespan Obligated Group, which consists of the Foundation, Rhode Island Hospital, The Miriam Hospital, Emma Pendleton Bradley Hospital, and Rhode Island Hospital Foundation, currently make their annual and quarterly consolidated financial statements available to the public via DAC (Digital Assurance Certification, LLC), a disclosure dissemination agent for issuers of tax-exempt bonds which electronically posts and transmits Lifespan's financial information to repositories and investors alike. In addition, copies of the Foundation's Articles of Incorporation, Bylaws, and Conflict of Interest Policy are available upon request from the office of the Lifespan EVP/CFO, either in person or by mail. Form 990, Part XI, Line 9 Uncollectible pledges = -$367 FORM 990, PART III, LINE 1: To be operated exclusively for charitable, scientific, and educational purposes, and, more specifically, for the purpose of supporting and otherwise benefiting and being responsive to the needs of Lifespan Corporation and its affiliates, in particular, The Miriam Hospital, a Rhode Island non-profit hospital corporation. FORM 990, PART III, LINE 4a: Through the development and administration of its philanthropic activities, in fiscal year 2023 the Foundation transferred funds raised in the aggregate amount of $2,168,872 to The Miriam Hospital (TMH) to support its operations and capital expenditures, which in turn benefits the Rhode Island community. Major program accomplishments included in Part III, Line 4a during fiscal year 2023 are as follows:The Foundation transferred $288,258 for various research related needs, including weight control programs, COBRE Phase 2, and the Center for HIV and STI Prevention (CHASP); $258,162 to TMH's Center for Innovative Cancer Treatment; $250,978 in support to TMH's Department of Cardiology; $227,452 to TMH's Emergency Department to be used for its operational needs; $220,000 to TMH's Operating Room Ultrasound Equipment Fund; $220,000 to "The Human Experience Center" which provides training, facilitates education and oversight to staff, patients and loved ones to enhance patient experience; $201,450 for the Integrative Nursing Training Program; $182,000 for Emergency Department palliative care; $100,000 for a Community Relations Grant; and $100,000 to TMH to support the Development of a Humanistic, Patient Centered, Early-Phase Cancer Research Center for innovative therapies, more specifically a new model of multi-trained research nurses adept in palliative care techniques. FORM 990, PART VI, LINE 12c: Lifespan Corporation has a Conflict of Interest Policy that is applicable to all affiliates, including the Foundation, and administered by Lifespan's Corporate Compliance Department as follows: Each designated person subject to Lifespan's conflict of interest policy is required to provide Lifespan with an initial disclosure statement and thereafter an annual statement attesting that: (i) the designated person has read and is familiar with this policy, and (ii) the designated person and, to the best of his/her knowledge, family members, have not in the past engaged in, are not presently engaging in, or plan to engage in, any activity which contravenes this policy.If, at any time during the course of employment or association, a designated person has reason to believe that an existing or contemplated activity may contravene this policy, the person shall submit a full written description of the activity to the Lifespan Compliance Officer or the Office of the General Counsel to seek a determination as to whether the contemplated activity does or does not contravene this policy. This requirement shall be acknowledged as part of the annual performance evaluation process. If the activity in question involves either the Chief Executive Officer, the Senior Vice President and General Counsel, or a Trustee, a full written disclosure must be made to, and a determination sought from, the Chairman of the Board of Directors of Lifespan Corporation.Annually, the Lifespan Compliance Officer shall review and report to the Lifespan Executive Corporate Compliance Committee and to the Lifespan Audit and Compliance Committee on the administration of this policy.Failure on the part of any designated person to comply with this policy, including failure to submit in a timely fashion the conflict of interest disclosure statement, will be grounds for removal from his/her position and/or termination of his/her employment with Lifespan. FORM 990, PART VI, LINE 15 a&b: The following applies to Lifespan and all of its affiliates, including the Foundation:EXECUTIVE COMPENSATIONLifespan's executive compensation philosophy balances appropriate stewardship of resources and the need to be competitive in recruiting and retaining talented individuals. It incorporates market-competitive and performance-related principles, and covers the President and CEO of Lifespan as well as other officers, senior management, and key employees. Lifespan's executive compensation program complies both with law and with contemporary ethical norms, and is administered consistent with the organization's tax-exempt status under Section 501(c)(3) of the Internal Revenue Code (IRC) and the avoidance of transactions subject to intermediate sanctions under Section 4958 of the IRC. Executive compensation is also administered consistent with Lifespan's Corporate Compliance Policy on Excess Benefit Transactions.The Compensation Committee of the Lifespan Corporation Board of Directors (the Committee), comprised of disinterested Lifespan Board members, is responsible for diligent oversight of executive compensation to ensure compliance with IRC requirements. Its duties include:* Approving eligibility for participation in the executive compensation program * Approving changes in compensation for existing executive participants * Approving guidelines, such as salary ranges and contract terms, on appropriate levels of compensation for other key employees* Approving new, and modifying or terminating existing, executive compensation plans including, but not limited to, annual incentive and executive benefit plans* Approving performance objectives associated with Lifespan's annual incentive plan, including measuring points, and using verified actual performance relative to these objectives as a precondition to approving the payment of any awards under the plan* Authorizing periodic performance benchmark studies to be conducted for purposes of assessing Lifespan's performance within the health care industry and the degree to which total remuneration levels at Lifespan are generally commensurate with Lifespan performance relative to health care industry performance* Conducting an annual performance review of Lifespan's Chief Executive Officer. The Chair of the Committee conducts and documents this review, based on his/her observations and interpretation of feedback from members of the Board of Directors.* Selecting and engaging qualified, independent, third-party compensation valuation consultants that the Committee charges with rendering opinions with respect to the reasonableness and comparability of compensation as well as the comparative organizations against which compensation is assessed, in accordance with relevant sections of the IRC and Lifespan's executive compensation philosophy. Lifespan's Chief Executive Officer works closely with the Committee to make recommendations on the above topics and keep the Committee informed about contemplated compensation changes for executives and other key employees, as well as candidates for these roles. The CEO also provides periodic updates to the Committee regarding Lifespan's performance relative to compensation-related performance objectives. The Committee's deliberations and actions are documented in minutes prepared for each meeting.PROCESS FOR DETERMINING COMPENSATION Valuation of Total Cash and Total Remuneration: No less frequently than annually, the Committee receives and reviews a total cash compensation valuation of all existing executive compensation program participants prepared by its independent compensation consultant. Annually, the Committee also receives and reviews a total remuneration valuation of all existing executive compensation participants. Base Salary Actions: The CEO recommends any salary adjustments for participants in the executive compensation program, using the results of the valuation study and his/her assessment of individual performance or other pertinent information, for the Committee's consideration.New Participants to Executive Compensation Program: With respect to compensation offers for individuals expected to participate in the executive compensation program: certain members of the Lifespan CEO's leadership team work with the Committee's independent compensation consultant or rely on information previously provided by the consultant to establish a range of reasonable cash compensation within which recruitment is expected to conclude through acceptance of a reasonable compensation offer. FORM 990, PART XII, LINE 2: While the Foundation did not produce an audited financial statement as of and for the fiscal year ended September 30, 2023, it was included in Lifespan Corporation's audited consolidated financial statements, in which one column is used for the Foundation individually. There are no regulatory or creditor stipulations which require the preparation of a separate audited financial statement for the Foundation.The Lifespan Audit and Compliance Committee assumes responsibility for oversight of the audit of Lifespan Corporation's consolidated financial statements and the selection of Lifespan Corporation's independent accountant. 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