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ObjectId: 202313189349305691 - Submission: 2023-11-14
TIN: 22-3849199
Schedule J
(Form 990)
Department of the Treasury
Internal Revenue Service
Compensation Information
For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
Complete if the organization answered "Yes" on Form 990, Part IV, line 23.
Attach to Form 990.
Go to
www.irs.gov/Form990
for instructions and the latest information.
OMB No. 1545-0047
20
22
Open to Public Inspection
Name of the organization
WAKE FOREST UNIVERSITY HEALTH SCIENCES
Employer identification number
22-3849199
Part I
Questions Regarding Compensation
Yes
No
1a
Check the appropiate box(es) if the organization provided any of the following to or for a person listed on Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.
First-class or charter travel
Housing allowance or residence for personal use
Travel for companions
Payments for business use of personal residence
Tax idemnification and gross-up payments
Health or social club dues or initiation fees
Discretionary spending account
Personal services (e.g., maid, chauffeur, chef)
b
If any of the boxes on Line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain
.....
1b
2
Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked on Line 1a?
....
2
3
Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.
Compensation committee
Written employment contract
Independent compensation consultant
Compensation survey or study
Form 990 of other organizations
Approval by the board or compensation committee
4
During the year, did any person listed on Form 990, Part VII, Section A, line 1a, with respect to the filing organization or a related organization:
a
Receive a severance payment or change-of-control payment?
.............
4a
Yes
b
Participate in, or receive payment from, a supplemental nonqualified retirement plan?
.........
4b
Yes
c
Participate in, or receive payment from, an equity-based compensation arrangement?
.........
4c
No
If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.
Only 501(c)(3), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9.
5
For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:
a
The organization?
....................
5a
No
b
Any related organization?
.......................
5b
No
If "Yes," on line 5a or 5b, describe in Part III.
6
For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:
a
The organization?
..................
6a
No
b
Any related organization?
......................
6b
No
If "Yes," on line 6a or 6b, describe in Part III.
7
For persons listed on Form 990, Part VII, Section A, line 1a, did the organization provide any nonfixed
payments not described in lines 5 and 6? If "Yes," describe in Part III
............
7
Yes
8
Were any amounts reported on Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III
..........................
8
No
9
If "Yes" on line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)?
.........................
9
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50053T
Schedule J (Form 990) 2022
Page 2
Schedule J (Form 990) 2022
Page
2
Part II
Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees.
Use duplicate copies if additional space is needed.
For each individual whose compensation must be reported on Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note.
The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.
(A)
Name and Title
(B)
Breakdown of W-2, 1099-MISC compensation, and/or 1099-NEC
(C)
Retirement and other deferred compensation
(D)
Nontaxable
benefits
(E)
Total of columns
(B)(i)-(D)
(F)
Compensation in column (B) reported as deferred on prior Form 990
(i)
Base
compensation
(ii)
Bonus & incentive
compensation
(iii)
Other
reportable compensation
1
JULIE ANN FREISCHLAG MD
DIRECTOR, CEO, DEAN
(i)
(ii)
2,280,990
-------------
0
2,286,000
-------------
0
588,938
-------------
0
641,866
-------------
0
26,230
-------------
0
5,824,024
-------------
0
513,500
-------------
0
2
TERRY G WILLIAMS
EVP, CH STRATEGY OFF (TO 7/31/22)
(i)
(ii)
819,455
-------------
0
833,750
-------------
0
37,223
-------------
0
258,788
-------------
0
30,948
-------------
0
1,980,164
-------------
0
0
-------------
0
3
L ANDREW KOMAN MD
DEPT. CHAIR
(i)
(ii)
981,785
-------------
0
297,920
-------------
0
643,021
-------------
0
21,805
-------------
0
25,370
-------------
0
1,969,901
-------------
0
0
-------------
0
4
KEVIN P HIGH MD
PRES, HEALTH SYSTEM
(i)
(ii)
969,210
-------------
0
446,637
-------------
0
163,972
-------------
0
260,084
-------------
0
30,816
-------------
0
1,870,719
-------------
0
137,928
-------------
0
5
SUSAN R WENTE PHD
DIRECTOR, PRES WFU
(i)
(ii)
0
-------------
988,512
0
-------------
280,000
0
-------------
129,657
0
-------------
240,250
0
-------------
73,821
0
-------------
1,712,240
0
-------------
0
6
EDWARD H KINCAID MD
DEPT. CHAIR
(i)
(ii)
1,110,554
-------------
0
479,645
-------------
0
24,112
-------------
0
20,258
-------------
0
29,872
-------------
0
1,664,441
-------------
0
0
-------------
0
7
ANTHONY ATALA MD
DEPT. CHAIR
(i)
(ii)
919,826
-------------
0
259,920
-------------
0
195,044
-------------
0
188,361
-------------
0
34,480
-------------
0
1,597,631
-------------
0
170,000
-------------
0
8
BRADLEY A CLARK
EVP, TREASURER
(i)
(ii)
790,574
-------------
0
506,925
-------------
0
37,555
-------------
0
100,623
-------------
0
34,890
-------------
0
1,470,567
-------------
0
34,657
-------------
0
9
DAVID ZHAO MD
DEPT. CHAIR
(i)
(ii)
786,506
-------------
0
198,611
-------------
0
209,298
-------------
0
107,295
-------------
0
22,372
-------------
0
1,324,082
-------------
0
184,088
-------------
0
10
KENNETH LENNON MD
CLIN ADJ FACULTY
(i)
(ii)
0
-------------
1,213,863
0
-------------
0
0
-------------
414
0
-------------
22,340
0
-------------
27,036
0
-------------
1,263,653
0
-------------
0
11
NATHAN O HATCH PHD
FORMER OFF (6-30-21)
(i)
(ii)
0
-------------
936,358
0
-------------
0
0
-------------
29,603
0
-------------
30,500
0
-------------
28,841
0
-------------
1,025,302
0
-------------
0
12
TERRY L HALES JR
ASST TREASURER
(i)
(ii)
493,678
-------------
0
222,723
-------------
0
102,617
-------------
0
115,923
-------------
0
30,724
-------------
0
965,665
-------------
0
81,185
-------------
0
13
J REID MORGAN
GEN COUNSEL & SEC
(i)
(ii)
0
-------------
551,895
0
-------------
75,000
0
-------------
20,845
0
-------------
105,500
0
-------------
36,713
0
-------------
789,953
0
-------------
0
14
LISA M MARSHALL
VP, CH PHIL OFF
(i)
(ii)
0
-------------
431,844
0
-------------
137,313
0
-------------
36,857
0
-------------
90,758
0
-------------
10,378
0
-------------
707,150
0
-------------
0
15
STEPHAN L LILLIE
SVP, CFO
(i)
(ii)
0
-------------
413,720
0
-------------
112,451
0
-------------
756
0
-------------
85,069
0
-------------
11,036
0
-------------
623,032
0
-------------
0
16
WILLIAM D SHOWALTER
SVP, CH INFO OFF (TO 5/13/22)
(i)
(ii)
0
-------------
192,487
0
-------------
226,796
0
-------------
101,558
0
-------------
21,047
0
-------------
8,585
0
-------------
550,473
0
-------------
99,249
17
KAREN H HUEY
FORMER OFF (9-25-21)
(i)
(ii)
0
-------------
0
0
-------------
74,196
0
-------------
203,750
0
-------------
4,452
0
-------------
0
0
-------------
282,398
0
-------------
0
18
ANITA M CONRAD
ASST SECRETARY
(i)
(ii)
0
-------------
200,926
0
-------------
0
0
-------------
396
0
-------------
21,108
0
-------------
22,287
0
-------------
244,717
0
-------------
0
Schedule J (Form 990) 2022
Page 3
Schedule J (Form 990) 2022
Page
3
Part III
Supplemental Information
Provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II. Also complete this part for any additional information.
Return Reference
Explanation
PART I, LINE 3
AS MOST OF THE OFFICERS AND OTHER SENIOR EXECUTIVES OF THE FILING ORGANIZATION HOLD IDENTICAL OFFICES OR POSITIONS IN RELATED ORGANIZATION WAKE FOREST UNIVERSITY BAPTIST MEDICAL CENTER ("WFUBMC") AND IN UNRELATED BUT AFFILIATED ORGANIZATIONS NORTH CAROLINA BAPTIST HOSPITAL ("NCBH") AND CHARLOTTE MECKLENBURG HOSPITAL AUTHORITY (CMHA), THE DETERMINATION OF THE COMPENSATION OF SUCH INDIVIDUALS IS CONDUCTED VIA THE PROCESS UTILIZED BY THE WFUBMC BOARD, AS FOLLOWS: THE DIVERSITY, INCLUSION, & COMPENSATION COMMITTEE (THE "COMMITTEE") OF THE ATRIUM HEALTH, INC. BOARD OF DIRECTORS HAS AUTHORITY AS THE WFUBMC BOARD DELEGATES TO IT, FOR THE REVIEW AND APPROVAL OF SENIOR EXECUTIVE COMPENSATION, INCLUDING SENIOR EXECUTIVE INCENTIVE PLANS. NO MEMBER OF THE COMMITTEE IS AN EMPLOYEE OF WFUBMC OR OF THE FILING ORGANIZATION. THE COMMITTEE RELIES UPON AN EXTERNAL, INDEPENDENT COMPENSATION CONSULTANT EXPERIENCED IN HEALTHCARE TO PROVIDE THE COMMITTEE WITH COMPENSATION COMPARABILITY DATA FOR NEW EXECUTIVE POSITION APPOINTMENTS AND FOR COMPENSATION REVIEWS FOR EXISTING EXECUTIVES. THE CONSULTANT, WHICH IS RETAINED DIRECTLY BY THE COMMITTEE, PROVIDES THIRD-PARTY INFORMATION AND EVALUATES THE COMPETITIVENESS AND REASONABLENESS OF EXECUTIVE COMPENSATION AND BENEFITS PROGRAMS IN RELATION TO MARKET PRACTICES FOR SIMILARLY SITUATED HEALTHCARE ORGANIZATIONS. THE COMMITTEE MAKES ITS DECISIONS WITH RESPECT TO EXECUTIVE COMPENSATION IN ACCORDANCE WITH WFUBMC AND FILING ORGANIZATION POLICIES, IRS REGULATIONS, AND STANDARD CORPORATE GOVERNANCE PRACTICES. SUCH POLICIES INCLUDE ADHERENCE TO EXECUTIVE COMPENSATION PHILOSOPHY AND REVIEW PROCESSES; PROCESSES ENSURING COMMITTEE MEMBER AND COMPENSATION CONSULTANT INDEPENDENCE; USE OF VALID MARKET COMPARISONS OF DATA FROM HEALTHCARE ORGANIZATIONS OF SIMILAR SIZE, STRUCTURE, AND COMPLEXITY AND ESTABLISHMENT OF THE REBUTTABLE PRESUMPTION OF REASONABLENESS, PER IRS GUIDELINES. MINUTES OF THE DELIBERATIONS OF THE COMMITTEE ARE MAINTAINED IN THE ATRIUM HEALTH, INC. LEGAL DEPARTMENT. FOUR OF THE FILING ORGANIZATION'S OFFICERS OR FORMER OFFICERS ARE COMPENSATED BY RELATED ORGANIZATION WAKE FOREST UNIVERSITY ("WFU"), AND THEIR COMPENSATION IS REVIEWED AND APPROVED IN ACCORDANCE WITH WFU'S SIMILAR PROCEDURES. THIS PROCESS IS ALSO DESCRIBED IN THE NARRATIVE EXPLANATION TO FORM 990, PART VI, SECTION B, LINE 15, FOUND IN SCHEDULE O.
PART I, LINES 4A-B
CERTAIN DIRECTORS, OFFICERS, AND HIGHLY COMPENSATED EMPLOYEES OF THE FILING ORGANIZATION PARTICIPATED IN AND/OR RECEIVED PAYMENTS FROM A NON-QUALIFIED DEFERRED COMPENSATION PLAN (RESTORATION OR SERP) AND/OR RECEIVED PAYMENTS FOR SEVERANCE. THE DETERMINATION OF THE PAYMENT AMOUNT FROM NON-QUALIFIED DEFERRED COMPENSATION PLANS FOLLOWED THE EMPLOYMENT ORGANIZATION'S COMPENSATION PROCEDURES. THE FOLLOWING DIRECTORS, OFFICERS, AND HIGHLY COMPENSATED EMPLOYEES RECEIVED PAYMENTS FOR SEVERANCE AND/OR PAYMENTS FROM NON-QUALIFIED DEFERRED COMPENSATION PLANS DURING THE CURRENT TAX YEAR: SEVERANCE PAYMENTS: KAREN HUEY $203,750 NON-QUALIFIED DEFERRED COMPENSATION PAYMENTS: ANTHONY ATALA, MD $170,000 BRADLEY A. CLARK $34,775 JULIE FREISCHLAG, MD $513,500 TERRY L. HALES, JR. $81,185 KEVIN HIGH, MD $137,928 WILLIAM SHOWALTER $99,248 DAVID ZHAO, MD $184,088 LISA M. MARSHALL $31,313 ANDREW KOMAN, MD $610,920 SUSAN R. WENTE, PHD $225,000 J. REID MORGAN $75,000
PART I, LINE 7
CERTAIN OFFICERS, KEY EMPLOYEES AND FACULTY MEMBERS HAVE INCENTIVE COMPENSATION COMPONENTS CONTAINED IN THEIR EMPLOYMENT AGREEMENTS. THESE ARE OFTEN GOAL-BASED AND ARE DETERMINED IN THE COURSE OF EVALUATION OF THE INDIVIDUAL'S PERFORMANCE BY HIS/HER DEPARTMENT CHAIR, SUPERVISOR OR THE COMPENSATION COMMITTEE OF THE BOARD, AS APPLICABLE.
FORM 990, PART VII, LINE 5 - COMPENSATION FROM UNRELATED ORGANIZATIONS
THE FOLLOWING OFFICERS WERE COMPENSATED BY THE CHARLOTTE-MECKLENBURG HOSPITAL AUTHORITY ("CMHA", DOING BUSINESS AS ATRIUM HEALTH), AN AFFILIATED BUT UNRELATED ORGANIZATION, FOR SERVICES RENDERED TO THE ORGANIZATION. SEE PART VII AND SCHEDULE J, PART II FOR THEIR COMPENSATION. BRADLEY A. CLARK TERRY G. WILLIAMS
Schedule J (Form 990) 2022
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