Attach to Form 990 or Form 990-EZ.
Go to
www.irs.gov/Form990 for instructions and the latest information.
| (i) Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 10 above (see instructions)) | (iv) Is the organization listed in your governing document? | (v) Amount of monetary support (see instructions) | (vi) Amount of other support (see instructions) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
| (A)
Clayton Foundation for Research |
741541767 | 4 | Yes | 1,750,000 | 0 | |
|
Total 1
|
1,750,000 | 0 | ||||
Calendar year
(or fiscal year beginning in)
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(a) 2017 | (b) 2018 | (c) 2019 | (d) 2020 | (e) 2021 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") .. | ||||||
| 2 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.... | ||||||
| 3 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | ||||||
| 4 | Total. Add lines 1 through 3 | ||||||
| 5 | The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f) .. | ||||||
| 6 | Public support. Subtract line 5 from line 4. | ||||||
Calendar year
(or fiscal year beginning in)
![]() |
(a) 2017 | (b) 2018 | (c) 2019 | (d) 2020 | (e) 2021 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 7 | Amounts from line 4.. | ||||||
| 8 | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources... | ||||||
| 9 | Net income from unrelated business activities, whether or not the business is regularly carried on.. | ||||||
| 10 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.).. | ||||||
| 11 | Total support. Add lines 7 through 10 | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2017 | (b) 2018 | (c) 2019 | (d) 2020 | (e) 2021 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . | ||||||
| 2 | Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose | ||||||
| 3 | Gross receipts from activities that are not an unrelated trade or business under section 513 ..... | ||||||
| 4 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf... | ||||||
| 5 | The value of services or facilities furnished by a governmental unit to the organization without charge | ||||||
| 6 | Total. Add lines 1 through 5 | ||||||
| 7a | Amounts included on lines 1, 2, and 3 received from disqualified persons | ||||||
| b | Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year. | ||||||
| c | Add lines 7a and 7b.. | ||||||
| 8 | Public support. (Subtract line 7c from line 6.) | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2017 | (b) 2018 | (c) 2019 | (d) 2020 | (e) 2021 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 9 | Amounts from line 6... | ||||||
| 10a | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. | ||||||
| b | Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975. | ||||||
| c | Add lines 10a and 10b. | ||||||
| 11 | Net income from unrelated business activities not included on line 10b, whether or not the business is regularly carried on. | ||||||
| 12 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) .. | ||||||
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | ||||||
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Net short-term capital gain | 1 | ||||
| 2 | Recoveries of prior-year distributions | 2 | ||||
| 3 | Other gross income (see instructions) | 3 | ||||
| 4 | Add lines 1 through 3 | 4 | ||||
| 5 | Depreciation and depletion | 5 | ||||
| 6 | Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions) | 6 | ||||
| 7 | Other expenses (see instructions) | 7 | ||||
| 8 | Adjusted Net Income (subtract lines 5, 6 and 7 from line 4) | 8 | ||||
| Section B - Minimum Asset Amount | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year): | 1 | ||||
| a | Average monthly value of securities | 1a | ||||
| b | Average monthly cash balances | 1b | ||||
| c | Fair market value of other non-exempt-use assets | 1c | ||||
| d | Total (add lines 1a, 1b, and 1c) | 1d | ||||
| e |
Discount claimed for blockage or other factors (explain in detail in Part VI): |
|||||
| 2 | Acquisition indebtedness applicable to non-exempt use assets | 2 | ||||
| 3 | Subtract line 2 from line 1d | 3 | ||||
| 4 | Cash deemed held for exempt use. Enter 0.015 of line 3 (for greater amount, see instructions). | 4 | ||||
| 5 | Net value of non-exempt-use assets (subtract line 4 from line 3) | 5 | ||||
| 6 | Multiply line 5 by 0.035 | 6 | ||||
| 7 | Recoveries of prior-year distributions | 7 | ||||
| 8 | Minimum Asset Amount (add line 7 to line 6) | 8 | ||||
| Section C - Distributable Amount | Current Year | |||||
| 1 | Adjusted net income for prior year (from Section A, line 8, Column A) | 1 | ||||
| 2 | Enter 85% of line 1 | 2 | ||||
| 3 | Minimum asset amount for prior year (from Section B, line 8, Column A) | 3 | ||||
| 4 | Enter greater of line 2 or line 3 | 4 | ||||
| 5 | Income tax imposed in prior year | 5 | ||||
| 6 | Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions) | 6 | ||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | 1 | |
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
2 | |
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | 3 | |
| 4 Amounts paid to acquire exempt-use assets | 4 | |
| 5 Qualified set-aside amounts (prior IRS approval required - provide details in Part VI) | 5 | |
| 6 Other distributions (describe in Part VI). See instructions | 6 | |
| 7Total annual distributions. Add lines 1 through 6. | 7 | |
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
8 | |
| 9 Distributable amount for 2021 from Section C, line 6 | 9 | |
| 10 Line 8 amount divided by Line 9 amount | 10 | |
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2021 |
(iii) Distributable Amount for 2021 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2021 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2021 (reasonable cause required-- explain in Part VI). See instructions. |
||||
| 3 Excess distributions carryover, if any, to 2021: | ||||
| a From 2016....... | ||||
| b From 2017....... | ||||
| c From 2018....... | ||||
| d From 2019....... | ||||
| e From 2020....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2021 distributable amount | ||||
|
i
Carryover from 2016 not applied (see instructions) |
||||
| j Remainder. Subtract lines 3g, 3h, and 3i from line 3f. | ||||
| 4Distributions for 2021 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2021 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from line 4. | ||||
|
5
Remaining underdistributions for years prior to 2021, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions. |
||||
|
6
Remaining underdistributions for 2021. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions. |
||||
|
7 Excess distributions carryover to 2022. Add lines 3j and 4c. |
||||
| 8 Breakdown of line 7: | ||||
| a Excess from 2017..... | ||||
| b Excess from 2018..... | ||||
| c Excess from 2019..... | ||||
| d Excess from 2020..... | ||||
| e Excess from 2021..... | ||||
| Facts And Circumstances Test |
|---|
| Return Reference | Explanation |
|---|---|
| Support Schedule: Additional Supplemental Information | A majority of the Foundation's trustees also constitute a majority of the trustees of Clayton. The presence of this common supervision and control among their respective governing bodies ensures both that the Foundation will be responsive to the needs and requirements of Clayton and that the control and management of the Foundation is vested in the same persons that control and manage Clayton. |
| Part IV, Section A, Line 1: Description Of How Supported Organizations Are Desigated | The applicable IRS regulations provide that the articles of organization of a Type II supporting organization that is "supervised or controlled in connection with" a supported organization described in Section 509(a)(1) or (a)(2) can designate by class or purpose one or more other beneficiary organizations described in Sections 509(a)(1) or (a)(2) with a closely related purpose or function so long as the class includes the commonly controlled supporting organization. Reg. Section 1.509(a)-4(d)(2). The articles of incorporation of Foundation for Research (the "Foundation") provide that it is organized and shall be operated exclusively for the benefit of a the Clayton Foundation for Research ("Clayton"); and (b) hospitals, medical and scientific schools and organizations which conduct or support medical and scientific research described in IRC Section 501(c)(3) and that are classified as other than private foundations under IRC Sections 509(a)(1) or (a)(2). Clayton is a tax-exempt medical research organization described in IRC Sections 170(b)(1)(A)(iii) and 509(a)(1) whose primary mission is to conduct medical research for the purpose of discovering the cause, prevention and cure of diseases for the benefit of mankind. Article II of the Foundation's articles of incorporation provides more specifically that it is limited to supporting the activities of Clayton and medical and scientific research by members of the class described in clause (b) above. |
| Software ID: | 21013485 |
| Software Version: | 2021v4.1 |
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| Form 990, Part VI, Line 11b: Form 990 Review Process | Form 990 is prepared by the Foundation's accounting staff and sent to the Brorby, Crozier & Dobie law firm for review by a tax partner. Each trustee is also given a copy of the return for review. The return is then presented by the Treasurer at a board meeting of the trustees prior to filing. During such presentation there is a discussion of the answers to key questions and of the required disclosures in Form 990. Once satisfied with the content of the Form 990, the trustees approve the return for filing with the Internal Revenue Service, and the return is signed and dated by the appropriate officer of the Foundation. |
| Form 990, Part VI, Line 12c: Explanation of Monitoring and Enforcement of Conflicts | Annually, the trustees and officers review the Conflicts of Interest Policy adopted by the Foundation. At a meeting of the Board each year, both the trustees and the officers sign and date a statement which affirms that such person has received a copy of the conflict of interest policy, has read and understands the policy, has agreed to comply with the policy, and understands that the Foundation is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one of more of its tax-exempt purposes. It is the policy of the Foundation to assure that any conflicts of interest or potential conflicts of interest are fully disclosed to the Board before a decision is made or before the Foundation enters into a proposed transaction. Where necessary to determine whether a conflict of interest exists, after disclosure of the financial interest and all material facts, and after any discussion with the interested person, he or she leaves the Board meeting while the determination of whether a conflict of interest exists is discussed. If the Board determines that a conflict exists, the Board then determines whether the transaction or arrangement is fair and reasonable and should be permitted despite the conflict or not as being in the best interests of the Foundation. In instances where the Board has determined that a member has failed to disclose an actual or possible conflict of interest, it will take appropriate disciplinary and/or corrective action. |
| Form 990, Part VI, Line 15a: Compensation Review & Approval Process - CEO, Top Management | Several written opinions have been obtained from well recognized independent accounting and consulting firms as to the reasonableness of the compensation being paid to the officers and trustees of the Foundation including amounts paid by related organizations. In addition, all steps listed in the regulations under IRC Section 4958 (including approval by a compensation committee composed of disinterested persons) have been taken to obtain the rebuttable presumption that compensation paid to the trustees and officers is reasonable. More specifically, the Foundation has periodically engaged an independent consulting firm to review the compensation of the officers and trustees of the Foundation and the group of related and supporting entities. Such consulting firm examines the relevant facts and collects information and data from the Foundation. It also collects and analyzes compensation data from a peer group of unrelated non-profit and for-profit organizations that it selects for comparability purposes. Such firm then renders a written report and opinion containing its conclusions and recommendations. Such report (including a thorough description of the facts and the comparability analysis and data) is provided to the Foundations Compensation Committee. Such committee, which has the sole authority to approve officer and trustee compensation, constitutes an authorized body composed of persons that do not have a conflict of interest with respect to such compensation arrangements under the rules and requirements set forth in Reg. 53.4958-6(c)(1). The committee meets and reviews the consulting firms report and the comparability analysis and data. At the meeting, the committee has the opportunity to ask questions and request additional information from a Foundation representative on the committee (who recuses himself from the meeting before any action is taken). After review of the relevant documents and data and after deliberations, the independent committee members make the determination with respect to the amount and reasonableness of the officer and trustee compensation arrangements. Such determination is binding on the trustees and officers of the Foundation. Detailed minutes of each Compensation Committee meeting are contemporaneously prepared and maintained in the Foundations files. |
| Form 990, Part VI, Line 15b: Compensation Review and Approval Process for Officers and Key Employees | See Line 15 a for the description of the compensation review and approval of other officers or key employees. |
| Form 990, Part VI, Line 19: Other Organization Documents Publicly Available | No documents available to the public. |
| Other Changes In Net Assets Or Fund Balances - Other Increases | Adjust Postretirement health benefit changes = $5268 |
| Part 1, Line 4 & Part VI, Line 1b - Independent Voting Members | The recommendation regarding independent members of the governing board of a charity is described and discussed in detail in the report entitled "Principles for Good Governance and Ethical Practice, A Guide for Charities and Foundations", Reference Edition, that was published in October 2007 by the Panel on the Nonprofit Sector. This panel was convened by Independent Sector and its recommendations have been cited with approval by the Internal Revenue Service. Such report concludes that the principle with respect to independent directors does not apply to various types of organizations, including supporting organizations such as the Foundation, as to which the requirements of IRC Section 509(a)(3) require common Board members. In this regard, Footnote 27 on page 23 expressly states as follows: "This principle [a substantial majority of the Board should be independent] does not apply to private foundation's; medical research institutions...; supporting organizations or subsidiaries that are required by law to include representatives of the supported organizations or sponsoring charities on their board..." [footnote listing continues with several other specific types of Section 501(c)(3) organizations]. |
| Part VI, Section A, Line 2 and Schedule L, Part IV | Mr. Christopher MacKenzie, Vice President and Secretary of the Foundation, is a partner in the law firm of Allison, MacKenzie, Ltd. Mr. MacKenzie was elected in October, 2013. Allison, MacKenzie, Ltd. is engaged to represent the Foundation in various legal and administrative matters, as well as leasing office space to the Foundation at rates determined by arm's length negotiation. The Foundation's relationship with Allison, MacKenzie, Ltd. predates the naming of Mr. Christopher MacKenzie as an officer. Mr. Thomas J. Brorby, who became a trustee of the Foundation on July 1, 1998 (and was elected Chairman of the Board effective May 1, 2008), has provided legal services to the Foundation or its supported organization since 1965. Mr. Brian W. Crozier, who became a trustee of the Foundation on January 1, 2019, has provided legal services to the Foundation or its supported organization since 1985. Mr. Brorby and Mr. Crozier are members of the law firm of Brorby, Crozier & Dobie, P.C. ("B,C&D") and together own more than 35% of B,C&D. Such firm is engaged to furnish legal services to the Foundation on an hourly basis in connection with various matters upon the request of Foundation trustees and officers other than Mr. Brorby and Mr. Crozier. The Foundation's relationship with B,C&D pre-dates the naming of either Mr. Brorby or Mr. Crozier as trustees. In their capacity as members of the Board of the Foundation, Mr. Brorby and Mr. Crozier do not participate in any decisions involving assignment of work to B,C&D and are not involved in the review and approval of the detailed monthly invoices sent by B,C&D to the Foundation. In their capacity with B,C&D, Mr. Brorby and Mr. Crozier do not participate in the preparation of the monthly statements of amounts billed to the Foundation. The other trustees (with Mr. Brorby and Mr. Crozier abstaining) have approved this arrangement with full knowledge of Mr. Brorby's and Mr. Crozier's position as a member of and a holder of a financial interest in B,C&D. Several written opinions have been obtained from well recognized independent accounting and consulting firms as to the reasonableness of the legal fees being paid to B,C&D by the Foundation. In addition, all steps listed in the regulations under IRC Section 4958 (including approval by a compensation committee composed of disinterested persons) have been taken to obtain the rebuttable presumption that compensation paid to B,C&D is reasonable. More specifically, the Foundation has periodically engaged an independent consulting firm to review the legal fees paid to B,C&D. Such consulting firm examines the relevant facts and collects information and data from the Foundation and B,C&D. It also collects and analyzes compensation data from a peer group of comparable unrelated attorneys and law firms that it selects for comparability purposes. Such consulting firm then renders a written report and opinion containing its conclusions and recommendations. Such report (including a thorough description of the facts and the comparability analysis and data) is provided to the Foundation's Compensation Committee. Such committee, which has the sole authority to approve the compensation arrangement with B,C&D (including hourly rates), constitutes an authorized body composed of persons that do not have a conflict of interest with respect to such compensation arrangements under the rules and requirements set forth in Reg. 53.4958-6(c)(1). The committee meets and reviews the consulting firms report and the comparability analysis and data. At the meeting, the committee has the opportunity to ask questions and request additional information from a Foundation representative on the committee (who recuses himself from the meeting before any action is taken). After review of the relevant documents and data and after deliberations, the independent committee members make the determination with respect to the amount and reasonableness of the compensation arrangement. Such determination is binding on B,C&D. Detailed minutes of each Compensation Committee meeting are contemporaneously prepared and maintained in the Foundation's files. |
| Software ID: | 21013485 |
| Software Version: | 2021v4.1 |