2024-11-15T14:48:09-06:00 2023-12-31 991856619 GRANT THORNTON ADVISORS LLC 2001 MARKET STREET SUITE 700 PHILADELPHIA PA 19103 990 2023-01-01 222213715 THE COOPER FOUNDATION INC COOP 8563826502 1 FEDERAL STREET NW2-400 CAMDEN NJ 08103 BRIAN REILLY CFO 8563826502 2024-11-15 1 0 RUSSLEE ARMSTRONG P00288383 2155614200 2023 2024-10-15 13:58:12Z ROBERT ORTIZ 1 FEDERAL STREET NW2-400 CAMDEN NJ 08103 33868057 0 X WWW.FOUNDATION.COOPERHEALTH.ORG X 1978 NJ TO SUPPORT THE CHARITABLE PURPOSES, PROGRAMS AND SERVICES OF THE COOPER HEALTH SYSTEM. 21 14 0 14 0 0 5595028 6206643 0 0 1538545 598622 -386073 117704 6747500 6922969 753883 156095 0 0 0 0 0 0 216639 3303060 3719047 4056943 3875142 2690557 3047827 76424260 87784214 10374499 9485943 66049761 78298271 X THE ORGANIZATION'S PRIMARY EXEMPT PURPOSE IS TO SUPPORT THE CHARITABLE PURPOSES, PROGRAMS AND SERVICES OF THE COOPER HEALTH SYSTEM, A RELATED INTERNAL REVENUE CODE SECTION 501(C)(3) TAX-EXEMPT ORGANIZATION, AND ITS AFFILIATES WHICH PROVIDE MEDICALLY NECESSARY (SEE SCHEDULE O) HEALTHCARE SERVICES TO ALL INDIVIDUALS IN A NON-DISCRIMINATORY MANNER REGARDLESS OF RACE, COLOR, CREED, SEX, NATIONAL ORIGIN, RELIGION OR ABILITY TO PAY. 0 0 3150143 156095 THE COOPER FOUNDATION (FOUNDATION) IS THE PHILANTHROPIC AND COMMUNITY OUTREACH ARM OF THE COOPER HEALTH SYSTEM (COOPER). THE FOUNDATION ASSISTS COOPER IN ACHIEVING ITS GOALS OF IMPROVING THE QUALITY OF LIFE IN OUR COMMUNITY AND PROVIDING EXCEPTIONAL MEDICAL CARE AND SERVICE FOR EVERY PATIENT, EVERY DAY, IN A PATIENT-CENTERED, FAMILY-FOCUSED ENVIRONMENT. THE FOUNDATION PROVIDES VARIOUS OPPORTUNITIES AND OPTIONS FOR DONORS TO SUPPORT COOPER'S MISSION. THE FOUNDATION RELIES UPON FINANCIAL SUPPORT FROM PHILANTHROPIC DONORS, FOUNDATION SPONSORED EVENTS, CORPORATE GIVING, GRANTS, CAPITAL CAMPAIGN SUPPORT, CORPORATE MATCHING GIFTS AND VARIOUS OTHER DONATIONS OR GIFTS. (SEE SCHEDULE O) 3150143 1 1 0 0 0 0 0 0 0 1 0 0 0 0 1 0 1 1 0 0 0 0 0 0 1 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 X 0 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 X 21 14 1 0 0 0 1 1 1 1 1 0 0 0 1 1 1 1 1 0 0 0 NJ X CHIEF FINANCIAL OFFICER 8563422000 ONE COOPER PLAZA CAMDEN NJ 08103 X KEVIN O'DOWD JD TRUSTEE (CO-PRESIDENT CHS) 3.00 52.00 X 0 2969402 215828 ANTHONY MAZZARELLI MDJDMBE TRUSTEE (CO-PRESIDENT CHS) 3.00 52.00 X 0 3006035 215119 GENEROSA GRANA MD TRUSTEE (DIR CC INST) 3.00 52.00 X 0 1081013 28641 ROLAND SCHWARTING MD TRUSTEE (DEPT CHIEF/CHAIR-CHS) 3.00 52.00 X 0 938442 24527 MICHAEL GOODMAN MD BEG 0523 TRUSTEE (PRES. MED. STAFF-CHS) 3.00 50.00 X 0 688360 68288 PHILIP A NORCROSS ESQ CHAIRMAN/TRUSTEE 3.00 3.00 X X 0 0 0 DONNA FORMAN FIRST VICE CHAIR/TRUSTEE 3.00 0.00 X X 0 0 0 CHRISTOPHER FIFIS SECOND VICE CHAIR/TRUSTEE 3.00 0.00 X X 0 0 0 AMANDA HARTUNG-DIMATTIA THIRD VICE CHAIR/TRUSTEE 3.00 0.00 X X 0 0 0 GRACE BARR TRUSTEE (THRU 05/23) 3.00 0.00 X 0 0 0 JEFFREY BROWN TRUSTEE 3.00 0.00 X 0 0 0 AMANDA R BURDEN MD TRUSTEE (DIVISION DIR-CHS) 3.00 0.00 X 0 446077 65909 CHARLES M CAHN TRUSTEE (THRU 05/23) 3.00 0.00 X 0 0 0 PENNY FERRARA TRUSTEE (THRU 05/23) 3.00 0.00 X 0 0 0 DEB FOGEL TRUSTEE 3.00 0.00 X 0 0 0 JUDITH HEUISLER TRUSTEE (THRU 05/23) 3.00 0.00 X 0 0 0 MICHAEL E HIRSCH TRUSTEE 3.00 0.00 X 0 0 0 COLLEEN HIRST TRUSTEE (BEG 05/23) 3.00 0.00 X 0 0 0 ANNE E KOONS TRUSTEE 3.00 0.00 X 0 0 0 EMILY KOSTIC TRUSTEE 3.00 0.00 X 0 0 0 DEBORAH L KRAUSS-KELLEHER TRUSTEE 3.00 0.00 X 0 0 0 MARTHA MATTHEWS MD - TRUSTEE (PRES. MED. STAFF-CHS)(THRU 5/23) 3.00 52.00 X 0 547871 39816 JOHN MCNIFF TRUSTEE (BEG 05/23) 3.00 0.00 X 0 0 0 ROBERT A ORTIZ JR TRUSTEE/SVP & CHIEF PHILANTHROPY OFF 55.00 0.00 X X 0 328458 35498 RUTH PALMER TRUSTEE (THRU 05/23) 3.00 0.00 X 0 0 0 SAL PAOLANTONIO TRUSTEE 3.00 0.00 X 0 0 0 PHYLLIS PEARL TRUSTEE (THRU 05/23) 3.00 0.00 X 0 0 0 ADAM J TALIAFERRO ESQ TRUSTEE (THRU 05/23) 3.00 0.00 X 0 0 0 JACK TARDITI TRUSTEE 3.00 0.00 X 0 0 0 ANN D THOMAS TRUSTEE (THRU 05/23) 3.00 0.00 X 0 0 0 DINA MATHEWS-LAURENDEAU BOARD SECRETARY/DIR. DEVEL. 40.00 0.00 X 0 135494 25189 JOHN SCIANNI TREASURER (VP/CONTROLLER-CHS) 3.00 52.00 X 0 297347 40063 KENNETH M WRIGHT FORMER TREAS (SVP/CAO - CHS) 3.00 52.00 X 0 529304 61701 AMBER OAKLEY FORMER SECRETARY 3.00 0.00 X 0 98453 2381 0 11066256 822960 0 1 1 0 0 3823047 2383596 6206643 1359436 1359436 25582920 26343734 -760814 -760814 -760814 719058 3823047 601354 117704 117704 6922969 0 0 716326 73425 73425 82670 82670 95096 95096 43984 43984 125599 250 125349 44720 140 44580 1791 1791 REIMB FOR COMP/BENEFITS 2119334 1813236 306098 REIMB FOR MISC OVERHD 979266 979266 ADMINISTRATIVE EXPENSE 213634 103992 18352 91290 95623 95623 3875142 3150143 508360 216639 13451399 14678026 107325 107378 62446430 72543152 419106 455658 76424260 87784214 0 3471 10374499 9482472 10374499 9485943 X 15368408 24338099 50681353 53960172 66049761 78298271 76424260 87784214 3047827 9200683 0 X 0 1 X 1 0 X 4861171 6170318 4723282 5595028 6206643 27556442 4861171 6170318 4723282 5595028 6206643 27556442 1551724 26004718 1205323 1029325 1136790 1096661 1359436 5827535 209820 6016 32135 105874 719058 1072903 34456880 0.75470 0.77190 X SCHEDULE A, PART II, LINE 10, EXPLANATION OF OTHER INCOME: SPECIAL EVENT REVENUE - 2019 AMOUNT: $ 209,820. 2020 AMOUNT: $ 6,016. 2021 AMOUNT: $ 32,135. 2022 AMOUNT: $ 105,874. 2023 AMOUNT: $ 719,058. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 65555255 5283709 376074 2380964 68834074 60601682 4408287 545286 65555255 53443122 3988261 3170299 60601682 47719351 4656616 1067155 53443122 40414195 4450857 2854299 47719351 0.00000 0.05150 0.94850 0 0 0 DUE TO AFFILIATES 9482472 9482472 16725006 9200683 9200683 7524323 -601354 -601354 6922969 4476496 601354 601354 3875142 0 3875142 PART V, LINE 4: INTENDED USE OF ENDOWMWNT FUNDS RESTRICTED FUNDS ARE USED TO SUPPORT THE CHARITABLE ACTIVITIES AND PROGRAMS OF COOPER HEALTH SYSTEM AND ITS AFFILIATES. PART XI, LINE 4B - OTHER ADJUSTMENTS: FUNDRAISING EXPENSE RECONCILIATION -601,354. PART XII, LINE 2D - OTHER ADJUSTMENTS: FUNDRAISING EXPENSE RECONCILIATION 601,354. GALA 2023 3747703 3069895 677808 238000 222334 62955 27550 COOPER CUP 2023 201920 180790 21130 23360 785 4599 2 592482 572362 20120 16812 4578 381 4542105 3823047 719058 278172 222334 68318 32530 601354 117704 1 RAISE THE BAR FAMILY 808 MARKET ST 3RD FLOOR CAMDEN NJ 08102 833412024 501(C)(3) 25000 0 GENERAL SUPPORT CAMDEN COMMUNITY PARTNERSHIP ONE PORT CENTER 2 RIVERSIDE DRIVE CAMDEN NJ 08103 813510697 501(C)(3) 10000 0 GENERAL SUPPORT UNITE FOR HER 127 E CHESTNUT ST WEST CHESTER PA 19380 264444438 501(C)(3) 10000 0 GENERAL SUPPORT HEALTH CARE IMPROVEMENT FOUNDATION 1801 MARKET ST SUITE 710 PHILADELPHIA PA 19103 232152039 501(C)(3) 20000 0 GENERAL SUPPORT 4 GRANTS TO INDIVIDUALS 138 82670 PATIENTS IN NEED PART I, LINE 2: PROCEDURE FOR MONITORING USE OF GRANT FUNDS INSIDE THE U.S.: GRANTS ARE MONITORED BY THE ORGANIZATION'S FINANCE PERSONNEL THROUGH THE UTILIZATION OF COST CENTERS AND OTHER INFORMATION, INCLUDING WRITTEN DOCUMENTATION AND RECEIPTS. 0 1 0 0 0 0 0 0 0 ANTHONY MAZZARELLI MDJDMBE TRUSTEE (CO-PRESIDENT CHS) 0 1518872 0 1340000 0 147163 0 183691 0 31428 0 3221154 0 135173 KEVIN O'DOWD JD TRUSTEE (CO-PRESIDENT CHS) 0 1381711 0 1440000 0 147691 0 183691 0 32137 0 3185230 0 135173 GENEROSA GRANA MD TRUSTEE (DIR CC INST) 0 970793 0 105864 0 4356 0 27750 0 891 0 1109654 0 0 ROLAND SCHWARTING MD TRUSTEE (DEPT CHIEF/CHAIR-CHS) 0 833623 0 96437 0 8382 0 8250 0 16277 0 962969 0 0 MICHAEL GOODMAN MD BEG 0523 TRUSTEE (PRES. MED. STAFF-CHS) 0 623990 0 60084 0 4286 0 30750 0 37538 0 756648 0 0 KENNETH M WRIGHT FORMER TREAS (SVP/CAO - CHS) 0 396376 0 100000 0 32928 0 54846 0 6855 0 591005 0 31971 MARTHA MATTHEWS MD - TRUSTEE (PRES. MED. STAFF-CHS)(THRU 5/23) 0 445496 0 96437 0 5938 0 27750 0 12066 0 587687 0 0 AMANDA R BURDEN MD TRUSTEE (DIVISION DIR-CHS) 0 382651 0 61653 0 1773 0 30031 0 35878 0 511986 0 0 ROBERT A ORTIZ JR TRUSTEE/SVP & CHIEF PHILANTHROPY OFF 0 300923 0 15000 0 12535 0 21545 0 13953 0 363956 0 11828 JOHN SCIANNI TREASURER (VP/CONTROLLER-CHS) 0 241580 0 45000 0 10767 0 15409 0 24654 0 337410 0 10407 DINA MATHEWS-LAURENDEAU BOARD SECRETARY/DIR. DEVEL. 0 130159 0 4800 0 535 0 2942 0 22247 0 160683 0 0 AMBER OAKLEY FORMER SECRETARY 0 95586 0 2800 0 67 0 2014 0 367 0 100834 0 0 PART I, QUESTION 4B: DURING THE CALENDAR YEAR, CERTAIN OFFICERS AND KEY EMPLOYEES PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN. THE INDIVIDUALS LISTED BELOW HAD A PORTION OF THE CONTRIBUTIONS VEST IN THE PLAN IN THE CURRENT YEAR. SUCH VESTED CONTRIBUTIONS ARE REPORTED AS TAXABLE COMPENSATION ON SCHEDULE J, PART II, COLUMN B(III), OTHER REPORTABLE COMPENSATION. KEVIN O'DOWD ANTHONY MAZZARELLI KENNETH WRIGHT ROBERT ORTIZ, JR. JOHN SCIANNI DURING THE CALENDAR YEAR, CERTAIN OFFICERS AND KEY EMPLOYEES PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN. THE INDIVIDUALS LISTED BELOW HAD A PORTION OF THE CONTRIBUTIONS CONSIDERED NOT YET VESTED; THEREFORE, UNVESTED CONTRIBUTIONS ARE REPORTED ON SCHEDULE J, PART II, COLUMN C, RETIREMENT AND OTHER DEFFERED COMPENSATION. KEVIN O'DOWD ANTHONY MAZZARELLI KENNETH WRIGHT ROBERT ORTIZ, JR. JOHN SCIANNI PART I, LINE 7: BONUSES PAID ARE BASED ON A NUMBER OF VARIABLES INCLUDING BUT NOT LIMITED TO INDIVIDUAL GOAL ACHIEVEMENTS AS WELL AS ORGANIZATION OPERATION ACHIEVEMENTS. THE FINAL DETERMINATION OF THE BONUS AMOUNT IS DETERMINED AND APPROVED BY THE BOARD AS PART OF THE OVERALL COMPENSATION REVIEW OF THE OFFICERS, KEY EMPLOYEES, AND TOP FIVE HIGHEST COMPENSATED. FORM 990, PART III, LINE 4A THE FOUNDATION HOSTS A VARIETY OF SIGNATURE EVENTS THROUGHOUT THE YEAR THAT RAISE FUNDS TO SUPPORT THE MISSION OF COOPER WHICH INCLUDES BUT IS NOT LIMITED TO: COOPER RED HOT GALA, PINK ROSES TEAL MAGNOLIAS FOR BREAST AND GYNECOLOGIC CANCER RESEARCH AND CLINICAL PROGRAMS, THE JIM FIFIS LUNG CANCER RESEARCH FUND AND A TRIBUTE TO CHILDREN'S REGIONAL HOSPITAL. IN ADDITION TO SPECIFIC EVENTS FOR GIVING, THE FOUNDATION PROVIDES OPPORTUNITIES FOR DONORS TO SUPPORT PROGRAMS AND INITIATIVES FOCUSED ON PATIENT CARE AND EDUCATION, COMMUNITY PROGRAMS, AND RESEARCH TO SUPPORT BETTER TREATMENTS AND CURES. THE FOUNDATION ALSO PROVIDES THE OPTIONS TO HONOR, CELEBRATE OR REMEMBER A LOVED ONE, EXPRESS GRATITUDE TO A MEMBER OF A LOVED ONE'S CARE TEAM, OR TO CELEBRATE A LIFE MILESTONE OR SPECIAL OCCASION THROUGH A GIFT THAT SUPPORT PROGRAMS OR SERVICES FOR OUR PATIENTS, FAMILIES AND THE COMMUNITY. AS COOPER'S COMMUNITY OUTREACH ARM, THE FOUNDATION BUILDS STRONG PARTNERSHIPS WITH LOCAL CIVIC ASSOCIATIONS, NON-PROFIT PROVIDERS AND OTHER ORGANIZATIONS TO SUPPORT HOUSING REHABILITATION AND COMMUNITY DEVELOPMENT PROJECTS, EDUCATION INITIATIVES, COMMUNITY HEALTH OUTREACH, WORKFORCE DEVELOPMENT EFFORTS, AND OTHER INITIATIVES THAT SUPPORT REVITALIZATION AND THE CHILDREN AND FAMILIES IN CAMDEN. FORM 990, PART V, LINE 1A: IN CONNECTION WITH A COORDINATED APPROACH AS AN OVERALL HEALTH CARE SYSTEM, ALL ACCOUNTS PAYABLE TRANSACTIONS ARE PROCESSED BY THE COOPER HEALTH SYSTEM, A NEW JERSEY NON-PROFIT CORPORATION (EIN: 21-0634462). FORM 990, PART VI, SECTION A, LINE 2 FAMILY/BUSINESS RELATIONSHIPS JEFFREY BROWN & ANNE E. KOONS - FAMILY RELATIONSHIP; JACK TARDITI & DEBORAH L. KRAUSS-KELLEHER - BUSINESS RELATIONSHIP; JEFFREY BROWN & PHILIP A. NORCORSS - BUSINESS RELATIONSHIP; CERTAIN LISTED OFFICERS AND BOARD MEMBERS ALSO SERVE AS OFFICERS AND BOARD MEMBERS OF RELATED TAXABLE ORGANIZATIONS. FORM 990, PART VI, SECTION A, LINE 6 MEMBERS OR STOCKHOLDERS COOPER HEALTH SYSTEM IS THE SOLE MEMBER OF THIS ORGANIZATION. COOPER HEALTH SYSTEM HAS THE RIGHT TO ELECT THE MEMBERS OF THIS ORGANIZATION'S BOARD OF TRUSTEES AND HAS CERTAIN RESERVED POWERS AS DEFINED IN THIS ORGANIZATION'S BYLAWS. FORM 990, PART VI, SECTION A, LINE 7A SAME AS LINE 6 ABOVE FORM 990, PART VI, SECTION A, LINE 7B SAME AS LINE 6 ABOVE FORM 990, PART VI, SECTION B, LINE 11B FORM 990 REVIEW PROCESS AS PART OF THE TAX RETURN PREPARATION PROCESS, THE ORGANIZATION HIRED A PROFESSIONAL CPA FIRM WITH EXPERIENCE AND EXPERTISE IN BOTH HEALTHCARE AND NOT-FOR-PROFIT TAX RETURN PREPARATION TO PREPARE THE FEDERAL FORM 990. THE CPA FIRM'S TAX PROFESSIONALS WORKED CLOSELY WITH THE ORGANIZATION'S FINANCE PERSONNEL AND OTHER SENIOR MANAGEMENT MEMBERS OF THE ORGANIZATION AND THE SYSTEM TO OBTAIN THE INFORMATION NEEDED IN ORDER TO PREPARE A COMPLETE AND ACCURATE TAX RETURN. THE CPA FIRM PREPARED A DRAFT FEDERAL FORM 990 AND FURNISHED IT TO THE ORGANIZATION'S FINANCE PERSONNEL AND OTHER SENIOR MANAGEMENT MEMBERS FOR THEIR REVIEW. THE ORGANIZATION'S FINANCE PERSONNEL AND OTHER SENIOR MANAGEMENT MEMBERS REVIEWED THE DRAFT FEDERAL FORM 990 AND DISCUSSED QUESTIONS AND COMMENT WITH THE CPA FIRM. REVISIONS WERE MADE TO THE DRAFT FEDERAL FORM 990, WHERE NECESSARY, AND A FINAL DRAFT WAS FURNISHED BY THE CPA FIRM TO THE ORGANIZATION'S FINANCE PERSONNEL AND OTHER SENIOR MANAGEMENT MEMBERS FOR FURTHER REVIEW AND APPROVAL. THE FORM 990 IS THEN PRESENTED TO AND REVIEWED BY THE MEMBERS OF THE COOPER HEALTH SYSTEM AUDIT/ETHICS & COMPLIANCE COMMITTEE OF THE BOARD OF TRUSTEES. THE BYLAWS OF THE BOARD OF TRUSTEES PROVIDE THAT THIS COMMITTEE OF THE BOARD REVIEW THE ANNUAL FEDERAL TAX RETURN PRIOR TO ITS FILING. ONCE THAT COMMITTEE'S REVIEW AND APPROVAL PROCESS HAS CONCLUDED, THE COMPLETED FORM 990 IS SHARED WITH THE ENTIRE BOARD PRIOR TO ITS FILING WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C THE ORGANIZATION REGULARLY MONITORS AND ENFORCES COMPLIANCE WITH ITS CONFLICT-OF-INTEREST POLICY. INCLUDED WITHIN THE ANNUAL CONFLICT OF INTEREST QUESTIONNAIRE, REQUIRED OF ALL MEMBERS OF THE BOARD OF TRUSTEES, OFFICERS, AND SENIOR MANAGEMENT, IS AN ATTESTATION THAT THEY HAVE REVIEWED THE EXISTING CONFLICT OF INTEREST POLICY. IN ADDITION, IN THE PAST, A SEPARATE QUESTIONNAIRE WAS ISSUED TO ADDRESS QUESTIONS FROM THE IRS FORM 990. FOR TAX YEAR 2023, THE ORGANIZATION PILOTED A QUESTIONNAIRE WHICH INCORPORATED QUESTIONS FROM THE IRS FORM 990 INTO THE ANNUAL CONFLICT OF INTEREST QUESTIONNAIRE, RATHER THAN REQUESTING TRUSTEES, OFFICERS AND KEY EMPLOYEES TO COMPLETE SEPARATE QUESTIONNAIRES. THE COMPLETED QUESTIONNAIRE IS RETURNED TO THE COMPLIANCE OFFICE AND REVIEWED BY THE COMPLIANCE AND LEGAL DEPARTMENTS. RESPONSES, INCLUDING POTENTIAL FOR RISK, IS PRESENTED ANNUALLY TO THE AUDIT/ETHICS & COMPLIANCE COMMITTEE OF THE COOPER BOARD OF TRUSTEES FOR THEIR REVIEW, DISCUSSION AND CONCURRENCE. POTENTIAL OR ACTUAL DISCLOSURES DURING THE YEAR, WHICH RISE TO THE LEVEL OF AUDIT/ETHICS REVIEW, ARE BROUGHT TO THEIR ATTENTION NO LATER THAN QUARTERLY BY THE GENERAL COUNSEL. A SPECIAL MEETING OF AUDIT/ETHICS WOULD BE HELD SHOULD IT BE NECESSARY. ANY PERSON WITH A CONFLICT IS ADVISED TO, AND EXPECTED TO, RECUSE THEMSELVES FROM ANY DISCUSSION, DELIBERATION AND DETERMINATION REGARDING THE CONFLICTED TRANSACTION. THIS RECUSAL IS REFLECTED IN THE MEETING MINUTES. FORM 990, PART VI, SECTION B, LINE 15 THE PROCESS THE RELATED ORGANIZATION, THE COOPER HEALTH SYSTEM, USES FOR DETERMINING THE COMPENSATION OF SENIOR EXECUTIVES IS COMPLIANT WITH THE REQUIREMENTS OF INTERNAL REVENUE CODE SECTION 4958 TO ENABLE THE ORGANIZATION TO RECEIVE THE REBUTTABLE PRESUMPTION OF REASONABLENESS: 1. THE ORGANIZATION'S BYLAWS CHARGE THE AUDIT/ETHICS & COMPLIANCE COMMITTEE WITH THE ROLE OF APPROVING THE SELECTION OF AN EXECUTIVE COMPENSATION CONSULTING FIRM AND THE SERVICES, INCLUDING THE METHODOLOGY THAT WILL BE EMPLOYED BY THAT FIRM, CONFIRMS THE INDEPENDENCE OF THE EXECUTIVE COMPENSATION SURVEY AND THEREAFTER RECOMMENDS TO THE EXECUTIVE COMMITTEE OF THE BOARD THE EXECUTIVE COMPENSATION SURVEY PREPARED BY THE OUTSIDE CONSULTANT. THE AUDIT/ETHICS & COMPLIANCE COMMITTEE IS COMPRISED ENTIRELY OF INDEPENDENT MEMBERS AND NO MEMBER OF THE COMMITTEE IS EITHER: A MEMBER OF THE BOARD'S FINANCE COMMITTEE OR AN EX OFFICIO MEMBER OF THE BOARD, OR; HAS HAD ANY MATERIAL FINANCIAL DEALINGS WITH THE ORGANIZATION, OR; OTHERWISE HAS A CONFLICT OR DUALITY OF INTEREST OR THE APPEARANCE OF A CONFLICT OR DUALITY OF INTEREST WITH THE ORGANIZATION; 2. THE SELECTED OUTSIDE CONSULTING FIRM PREPARES A WRITTEN, DETAILED REPORT REVIEWING COMPENSATION FOR MORE THAN 20 SENIOR EXECUTIVES, WHICH DOCUMENTS RELEVANT MARKET COMPARABILITY DATA, AS WELL AS THE METHODOLOGY, JOB MATCHES, AND SURVEY SOURCES USED FOR THE EXECUTIVE COMPENSATION REVIEW, AND INCLUDES THE FIRM'S OPINION THAT THE EXECUTIVES' COMPENSATION FALLS WITHIN A REASONABLE RANGE OF COMPETITIVE MARKET PRACTICE APPLICABLE TO LIKE POSITIONS AMONG LIKE ORGANIZATIONS UNDER LIKE CIRCUMSTANCES, FOR PURPOSES OF COMPLIANCE WITH SECTION 4958 OF THE INTERNAL REVENUE CODE; 3. THE EXECUTIVE COMMITTEE OF THE BOARD IS THE REQUIRED INTERNAL APPROVAL AGENT FOR EXECUTIVE COMPENSATION. IN THAT ROLE THE COMMITTEE REVIEWS AND CONSIDERS ALL RECOMMENDATIONS MADE BY THE AUDIT/ETHICS & COMPLIANCE COMMITTEE, REVIEWS AND APPROVES THE REPORT OF THE OUTSIDE CONSULTING FIRM, APPROVES COMPENSATION FOR THE AFFECTED EXECUTIVES BASED UPON THE REPORT AND RECOMMENDATIONS, AND WHERE APPLICABLE, RECOMMENDS TO THE FULL BOARD ANY ACTIONS WHICH THE COMMITTEE DEEMS NECESSARY IN RESPONSE TO THE OUTSIDE CONSULTING FIRM'S REPORT; 4. THE ACTIONS OF BOTH THE AUDIT/ETHICS & COMPLIANCE AND EXECUTIVE COMMITTEES ARE DOCUMENTED IN THE MINUTES OF THE COMMITTEE MEETINGS. ADDITIONALLY, THE EXECUTIVE COMMITTEE MONITORS THE ORGANIZATION'S COMPLIANCE WITH POLICY REGARDING COMPENSATION OF EMPLOYED PHYSICIANS. BY ORGANIZATION POLICY, THE FULL BOARD MUST APPROVE ALL NEW AND RENEWED PHYSICIAN CONTRACTS FOR: CHIEFS AND/OR INSTITUTE MEDICAL DIRECTORS; ALL OTHER PHYSICIANS WHO REPORT DIRECTLY TO THE ORGANIZATION'S PRESIDENT AND CHIEF EXECUTIVE OFFICER; ALL PHYSICIANS WHOSE BASE COMPENSATION EXCEEDS THE 75TH PERCENTILE OF MGMA BENCHMARK DATA; ALL PHYSICIANS WHO ARE EITHER CORPORATE OFFICER OR BOARD OR COMMITTEE MEMBERS, AND; ALL PHYSICIANS WHO HAVE AN INTEREST IN ANY ENTITY THAT REFERS BUSINESS TO THE ORGANIZATION OR OTHERWISE HAS DISCLOSED A POTENTIAL CONFLICT OF INTEREST IN HIS/HER ANNUAL DISCLOSURE SURVEY OR SUPPLEMENTARY DISCLOSURE. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND AUDITED FINANCIAL STATEMENTS WOULD BE MADE AVAILABLE TO THE PUBLIC AT MANAGEMENT'S DISCRETION. FORM 990, PART VII, SECTION A: DINA MATHEWS-LAURENDEAU'S BASE SALARY WAS $113,761 WHEN SHE WAS BOARD SECRETARY FOR COOPER HEALTH SYSTEM. THE COOPER HEALTH SYSTEM A NJ 1 FEDERAL STREET STE NW2-400 CAMDEN NJ 08103 210634462 HEALTH SERVICES NJ 501(C)(3) LINE 3 N/A 0 COOPER MEDICAL SERVICES 1 FEDERAL STREET STE NW2-400 CAMDEN NJ 08103 223832149 HEALTH SERVICES NJ 501(C)(3) LINE 12A, I CH SYSTEM 0 THE COOPER HLTH CARE SYS-WKRS COMP TRUST 1 FEDERAL STREET STE NW2-400 CAMDEN NJ 08103 226409235 SUPPORT CHS NJ 501(C)(3) LINE 12A, I CH SYSTEM 0 COOPER CANCER CENTER INC 1 FEDERAL STREET STE NW2-400 CAMDEN NJ 08103 460943572 HEALTH SERVICES NJ 501(C)(3) LINE 12A, I CH SYSTEM 0 C&H COLLECTION SERVICES INC 1 FEDERAL ST SUITE NW2-400 CAMDEN NJ 08103 222603503 COLLECTIONS NJ CH SERVICES C 0 COOPER HEALTHCARE PROPERTIES INC 1 FEDERAL ST SUITE NW2-400 CAMDEN NJ 08103 222567105 REAL ESTATE NJ CH SERVICES C 0 COOPER HEALTHCARE SERVICES INC 1 FEDERAL ST SUITE NW2-400 CAMDEN NJ 08103 222567106 HEALTH SERVICES NJ CH SYSTEM C 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 0