TY 2014 Form 990 Schedule J

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation in column(B) reported as deferred in prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
1DR SANDRA HERNANDEZPRESIDENT, CEO & BOARD MEMBER	(i) (ii)	525,280 ................. 0	50,000 ................. 0	15,208 ................. 0	36,400 ................. 0	39,440 ................. 0	666,328 ................. 0	0 ................. 0
2CRAIG ZIEGLERVP FIN, ADMIN &INVESTS/TREAS./SEC.	(i) (ii)	530,286 ................. 0	0 ................. 0	51,266 ................. 0	45,800 ................. 0	39,692 ................. 0	667,044 ................. 0	198,814 ................. 0
3SOPHIA CHANGVP OF PROGRAMS (FROM 5/12/14)	(i) (ii)	187,840 ................. 0	0 ................. 0	0 ................. 0	34,292 ................. 0	19,875 ................. 0	242,007 ................. 0	0 ................. 0
4MARIAN MULKEYPRGM DIR, HCRPP/CHIEF LEARNING OFCR.	(i) (ii)	224,932 ................. 0	0 ................. 0	600 ................. 0	40,584 ................. 0	28,407 ................. 0	294,523 ................. 0	0 ................. 0
5MARGARET LAWSPRGM DIRECTOR, INNOV FOR UNDERSERVED	(i) (ii)	233,679 ................. 0	0 ................. 0	0 ................. 0	42,673 ................. 0	18,238 ................. 0	294,590 ................. 0	0 ................. 0
6MARIBETH SHANNONPRGM DIRECTOR, MKT & POL MONITOR	(i) (ii)	225,810 ................. 0	0 ................. 0	425 ................. 0	42,275 ................. 0	39,728 ................. 0	308,238 ................. 0	0 ................. 0
7SPENCER SHERMANDIRECTOR, PUBLISHING & COMMUNICATION	(i) (ii)	218,100 ................. 0	0 ................. 0	0 ................. 0	40,429 ................. 0	28,436 ................. 0	286,965 ................. 0	0 ................. 0
8SANDRA SHEWRYDIRECTOR, STATE HEALTH POLICY	(i) (ii)	237,860 ................. 0	0 ................. 0	1,150 ................. 0	43,851 ................. 0	5,346 ................. 0	288,207 ................. 0	0 ................. 0
9DR MARK SMITHFORMER PRESIDENT, CEO & BOARD MEMBER	(i) (ii)	0 ................. 0	0 ................. 0	90,916 ................. 0	0 ................. 0	0 ................. 0	90,916 ................. 0	0 ................. 0
10KIM GALVINDIRECTOR, HR & OPERATIONS/FORMER SEC	(i) (ii)	187,171 ................. 0	0 ................. 0	600 ................. 0	34,829 ................. 0	26,636 ................. 0	249,236 ................. 0	0 ................. 0

Return Reference	Explanation
PART I, LINE 4B	PART I, LINE 4B: PARTICIPATION IN OR RECEIPT OF PAYMENT FROM A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN TERMS AND CONDITIONS OF THE PLAN: THE FOUNDATION'S SUPPLEMENTARY EMPLOYEE RETIREMENT PLAN (SERP) WAS AN UNFUNDED NONQUALIFIED RETIREMENT PLAN UNDER IRS CODE SECTION 457(F). THE PLAN WAS OPEN ONLY TO THE PRIOR PRESIDENT, CEO, & BOARD MEMBER, VP FINANCE, ADMIN & INVESTMENTS (VP-FA&I), AND THE PRIOR VP PROGRAMS. THE VP-FA&I WAS CREDITED 5% OF HIS BASE CALENDAR SALARY. AMOUNTS PAID AND ACCRUED ARE NOTED IN THE RECONCILIATION OF EXECUTIVE COMPENSATION BELOW. THIS PLAN WOUND DOWN AND WAS TERMINATED 6-30-2014. PART II: SUMMARY OF EXECUTIVE COMPENSATION. THE VARIOUS COMPONENTS ARE EXPLAINED IN MORE DETAIL LATER IN THE NOTES. SANDRA HERNANDEZ, M.D. (B)(II) DR. HERNANDEZ WAS PAID A $50,000 SIGNING BONUS ON JOINING THE FOUNDATION. (B)(III) $15,208 IN OTHER REPORTABLE COMPENSATION IS TAXABLE COMPENSATION AS A RESULT OF AN ELECTION FOR DOMESTIC PARTNER BENEFIT COVERAGE. (C) $36,400 IN RETIREMENT AND DEFERRED COMPENSATION IS 401(K) FUNDING BY THE EMPLOYER. MARK SMITH, M.D. (B)(III) OTHER REPORTABLE COMPENSATION IS COMPOSED OF A $78,837 PAYOUT FROM A 100% EMPLOYEE-FUNDED 457(B) DEFERRED COMPENSATION PLAN WITH CONTRIBUTIONS MADE DURING THE YEARS OF 2008, 2009 AND 2012, AND $12,079 IN TAXABLE PAYMENTS TO COVER DR. SMITH'S COST OF POST RETIREMENT HEALTH INSURANCE. CRAIG ZIEGLER (B)(I) BASE COMPENSATION INCLUDES A $187,500 THREE YEAR RETENTION BONUS PAID IN JUNE OF 2014. (B)(III) OTHER REPORTABLE COMPENSATION IS COMPOSED OF A $51,266 SERP PAYMENT IN JUNE OF 2014 COVERING CONTRIBUTIONS MADE BY THE FOUNDATION SINCE JULY OF 2011. (C) $45,800 IN RETIREMENT AND DEFERRED COMPENSATION IS 401(K) FUNDING BY THE EMPLOYER. KIM GALVIN KIM GALVIN FUNCTIONED IN THE DUAL ROLES OF DIRECTOR, HR & OPERATIONS AND BOARD SECRETARY UNTIL FEBRUARY 28, 2014. HER COMPENSATION ON SCHEDULE J IS DUE TO HER ONGOING STATUS AS AN EMPLOYEE AND NOT HER STATUS AS A FORMER OFFICER (AS DEFINED BY THE FISCAL YEAR). (B)(III) IN OTHER REPORTABLE COMPENSATION IS A PAYMENT FOR PARTICIPATION IN THE FOUNDATION'S WELLNESS PROGRAM. (C) $34,829 IN RETIREMENT AND DEFERRED COMPENSATION IS 401(K) FUNDING BY THE EMPLOYER. SOPHIA CHANG (C) $34,292 IN RETIREMENT AND DEFERRED COMPENSATION IS 401(K) FUNDING BY THE EMPLOYER. PART II COLUMN (B)(I), BASE COMPENSATION RETENTION BONUSES THE FORMER PRESIDENT, CEO, & BOARD MEMBER, THE VP FINANCE, ADMIN & INVESTMENTS AND THE FORMER VP PROGRAMS ENTERED INTO EMPLOYMENT AGREEMENTS WITH THE FOUNDATION WHICH INCLUDED PROVISIONS FOR RETENTION BONUSES. THEY VESTED AND WERE PAID OVER TIME AS STIPULATED IN THE AGREEMENTS. PAYMENTS WERE REPORTED AS BASE COMPENSATION AS THEY WERE PAID BASED ON LONGEVITY OF SERVICE AND NOT ON THE BASIS OF ACHIEVEMENT OF PERFORMANCE TARGETS. THE LAST OF THESE AGREEMENTS EXPIRED IN JUNE 2014. ALL AMOUNTS PAID ARE NOTED IN THE SUMMARY OF EXECUTIVE COMPENSATION ABOVE. PART II COLUMN (B)(III), OTHER REPORTABLE COMPENSATION THERE ARE SIX ITEMS REPORTED IN THIS COLUMN: (1) PAYMENTS UNDER THE SERP PLAN DETAILED IN PART I, LINE 4B ABOVE AND WHICH ARE INCLUDED IN THE SUMMARY OF EXECUTIVE COMPENSATION. (2) TAXABLE COMPENSATION AS A RESULT OF AN ELECTION FOR DOMESTIC PARTNER BENEFIT COVERAGE AS NOTED IN THE SUMMARY OF EXECUTIVE COMPENSATION. (3) PAYMENTS OF UP TO $600 FOR THE YEAR FOR PARTICIPATION IN THE FOUNDATION'S WELLNESS PROGRAM ($2,250 TOTAL). (4) A $500 FLAT PAYMENT FOR WAIVING MEDICAL COVERAGE ($500 TOTAL). (5) PAYMENTS TO THE FORMER PRESIDENT, CEO, & BOARD MEMBER AS NOTED ABOVE IN THE SUMMARY OF EXECUTIVE COMPENSATION. (6) A $25 GIFT CARD. PART II COLUMN (C), RETIREMENT AND OTHER DEFERRED COMPENSATION THE FOUNDATION HOSTS A 401(K) RETIREMENT PLAN FOR ALL EMPLOYEES WHICH HAS BASE EMPLOYER CONTRIBUTIONS, AN EMPLOYER MATCHING COMPONENT, AND EMPLOYEE CONTRIBUTIONS. EMPLOYER CONTRIBUTIONS INCLUDING THE MATCHING COMPONENT FOR THE EXECUTIVES ARE LISTED IN THE SUMMARY OF EXECUTIVE COMPENSATION. FIGURES REPORTED IN PART II COLUMN (C) FOR ALL OTHER INDIVIDUALS REPRESENT 401(K) MATCH AND EMPLOYER CONTRIBUTIONS ONLY.

Return Reference

Explanation

PART I, LINE 4B

PART I, LINE 4B: PARTICIPATION IN OR RECEIPT OF PAYMENT FROM A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN TERMS AND CONDITIONS OF THE PLAN: THE FOUNDATION'S SUPPLEMENTARY EMPLOYEE RETIREMENT PLAN (SERP) WAS AN UNFUNDED NONQUALIFIED RETIREMENT PLAN UNDER IRS CODE SECTION 457(F). THE PLAN WAS OPEN ONLY TO THE PRIOR PRESIDENT, CEO, & BOARD MEMBER, VP FINANCE, ADMIN & INVESTMENTS (VP-FA&I), AND THE PRIOR VP PROGRAMS. THE VP-FA&I WAS CREDITED 5% OF HIS BASE CALENDAR SALARY. AMOUNTS PAID AND ACCRUED ARE NOTED IN THE RECONCILIATION OF EXECUTIVE COMPENSATION BELOW. THIS PLAN WOUND DOWN AND WAS TERMINATED 6-30-2014. PART II: SUMMARY OF EXECUTIVE COMPENSATION. THE VARIOUS COMPONENTS ARE EXPLAINED IN MORE DETAIL LATER IN THE NOTES. SANDRA HERNANDEZ, M.D. (B)(II) DR. HERNANDEZ WAS PAID A $50,000 SIGNING BONUS ON JOINING THE FOUNDATION. (B)(III) $15,208 IN OTHER REPORTABLE COMPENSATION IS TAXABLE COMPENSATION AS A RESULT OF AN ELECTION FOR DOMESTIC PARTNER BENEFIT COVERAGE. (C) $36,400 IN RETIREMENT AND DEFERRED COMPENSATION IS 401(K) FUNDING BY THE EMPLOYER. MARK SMITH, M.D. (B)(III) OTHER REPORTABLE COMPENSATION IS COMPOSED OF A $78,837 PAYOUT FROM A 100% EMPLOYEE-FUNDED 457(B) DEFERRED COMPENSATION PLAN WITH CONTRIBUTIONS MADE DURING THE YEARS OF 2008, 2009 AND 2012, AND $12,079 IN TAXABLE PAYMENTS TO COVER DR. SMITH'S COST OF POST RETIREMENT HEALTH INSURANCE. CRAIG ZIEGLER (B)(I) BASE COMPENSATION INCLUDES A $187,500 THREE YEAR RETENTION BONUS PAID IN JUNE OF 2014. (B)(III) OTHER REPORTABLE COMPENSATION IS COMPOSED OF A $51,266 SERP PAYMENT IN JUNE OF 2014 COVERING CONTRIBUTIONS MADE BY THE FOUNDATION SINCE JULY OF 2011. (C) $45,800 IN RETIREMENT AND DEFERRED COMPENSATION IS 401(K) FUNDING BY THE EMPLOYER. KIM GALVIN KIM GALVIN FUNCTIONED IN THE DUAL ROLES OF DIRECTOR, HR & OPERATIONS AND BOARD SECRETARY UNTIL FEBRUARY 28, 2014. HER COMPENSATION ON SCHEDULE J IS DUE TO HER ONGOING STATUS AS AN EMPLOYEE AND NOT HER STATUS AS A FORMER OFFICER (AS DEFINED BY THE FISCAL YEAR). (B)(III) IN OTHER REPORTABLE COMPENSATION IS A PAYMENT FOR PARTICIPATION IN THE FOUNDATION'S WELLNESS PROGRAM. (C) $34,829 IN RETIREMENT AND DEFERRED COMPENSATION IS 401(K) FUNDING BY THE EMPLOYER. SOPHIA CHANG (C) $34,292 IN RETIREMENT AND DEFERRED COMPENSATION IS 401(K) FUNDING BY THE EMPLOYER. PART II COLUMN (B)(I), BASE COMPENSATION RETENTION BONUSES THE FORMER PRESIDENT, CEO, & BOARD MEMBER, THE VP FINANCE, ADMIN & INVESTMENTS AND THE FORMER VP PROGRAMS ENTERED INTO EMPLOYMENT AGREEMENTS WITH THE FOUNDATION WHICH INCLUDED PROVISIONS FOR RETENTION BONUSES. THEY VESTED AND WERE PAID OVER TIME AS STIPULATED IN THE AGREEMENTS. PAYMENTS WERE REPORTED AS BASE COMPENSATION AS THEY WERE PAID BASED ON LONGEVITY OF SERVICE AND NOT ON THE BASIS OF ACHIEVEMENT OF PERFORMANCE TARGETS. THE LAST OF THESE AGREEMENTS EXPIRED IN JUNE 2014. ALL AMOUNTS PAID ARE NOTED IN THE SUMMARY OF EXECUTIVE COMPENSATION ABOVE. PART II COLUMN (B)(III), OTHER REPORTABLE COMPENSATION THERE ARE SIX ITEMS REPORTED IN THIS COLUMN: (1) PAYMENTS UNDER THE SERP PLAN DETAILED IN PART I, LINE 4B ABOVE AND WHICH ARE INCLUDED IN THE SUMMARY OF EXECUTIVE COMPENSATION. (2) TAXABLE COMPENSATION AS A RESULT OF AN ELECTION FOR DOMESTIC PARTNER BENEFIT COVERAGE AS NOTED IN THE SUMMARY OF EXECUTIVE COMPENSATION. (3) PAYMENTS OF UP TO $600 FOR THE YEAR FOR PARTICIPATION IN THE FOUNDATION'S WELLNESS PROGRAM ($2,250 TOTAL). (4) A $500 FLAT PAYMENT FOR WAIVING MEDICAL COVERAGE ($500 TOTAL). (5) PAYMENTS TO THE FORMER PRESIDENT, CEO, & BOARD MEMBER AS NOTED ABOVE IN THE SUMMARY OF EXECUTIVE COMPENSATION. (6) A $25 GIFT CARD. PART II COLUMN (C), RETIREMENT AND OTHER DEFERRED COMPENSATION THE FOUNDATION HOSTS A 401(K) RETIREMENT PLAN FOR ALL EMPLOYEES WHICH HAS BASE EMPLOYER CONTRIBUTIONS, AN EMPLOYER MATCHING COMPONENT, AND EMPLOYEE CONTRIBUTIONS. EMPLOYER CONTRIBUTIONS INCLUDING THE MATCHING COMPONENT FOR THE EXECUTIVES ARE LISTED IN THE SUMMARY OF EXECUTIVE COMPENSATION. FIGURES REPORTED IN PART II COLUMN (C) FOR ALL OTHER INDIVIDUALS REPRESENT 401(K) MATCH AND EMPLOYER CONTRIBUTIONS ONLY.

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