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 | |||||
|
Total |
||||||
Calendar year
(or fiscal year beginning in)
![]() |
(a) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (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) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (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) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (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) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (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 2023 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-2023 |
(iii) Distributable Amount for 2023 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2023 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2023 (reasonable cause required-- explain in Part VI).
See instructions. |
||||
| 3 Excess distributions carryover, if any, to 2023: | ||||
| a From 2018....... | ||||
| b From 2019....... | ||||
| c From 2020....... | ||||
| d From 2021....... | ||||
| e From 2022....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2023 distributable amount | ||||
|
i
Carryover from 2018 not applied (see instructions) |
||||
| j Remainder. Subtract lines 3g, 3h, and 3i from line 3f. | ||||
| 4Distributions for 2023 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2023 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from line 4. | ||||
|
5
Remaining underdistributions for years prior to 2023, 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 2023. 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 2024. Add lines 3j and 4c. |
||||
| 8 Breakdown of line 7: | ||||
| a Excess from 2019..... | ||||
| b Excess from 2020..... | ||||
| c Excess from 2021..... | ||||
| d Excess from 2022..... | ||||
| e Excess from 2023..... | ||||
| Facts And Circumstances Test |
|---|
| Return Reference | Explanation |
|---|
| Software ID: | 23017437 |
| Software Version: | 2023v6.0 |
| Return Reference | Explanation |
|---|---|
| Form 990, Part VI, Line 1a Delegate broad authority to a committee | The Organization's Executive Committee shall consist of the Chair of the Board, the Vice Chair of the Board, and no more than four other current, non-physician members of the Board appointed by the Chair, all of whom shall be voting members of the Executive Committee. The Executive Committee shall act on behalf of the Board to handle matters that, in the judgment of the Chair of the Board and/or the President, do not warrant a special Board meeting but should not be postponed, subject to limitations set forth in Florida Statutes and subject to limitations otherwise imposed by the Board. The Executive Committee shall have the authority to coordinate recommendations from other committees of the Board, to make recommendations from other committees of the Board, to make recommendations to the Board on all matters of policy, and to keep the Board advised concerning the state of affairs of the Organization. In addition, the Executive Committee shall have the following responsibilities: (a) Provide nominee recommendations to the Board for officer, board member, and committee member roles and provide nominee recommendations to the Board for prospective Board Members of the Flagler Foundation; (b) Consider time sensitive real estate transactions relating to the Organization; (c) Consider matters relating to important contracts, including contracts with physicians and other personnel; (d) Establish the goals and objectives for the President in concert with the President and, on an annual basis, evaluate the performance of the President and recommend compensation changes; (e) Negotiate and make recommendations to the Board in regard to issues involving the President's contract; and (f) Upon direction of the Board, search for and recommend a successor to fill any vacancy in the office of the President. The Executive Committee shall provide a copy of the minutes of any meetings no later than the next Board meeting. |
| Form 990, Part VI, Line 6 Classes of members or stockholders | THE ORGANIZATION'S MEMBERS ARE: (1) SHANDS TEACHING HOSPITAL AND CLINICS, INC. AND (2) THE UNIVERSITY OF FLORIDA. |
| Form 990, Part VI, Line 7a Members or stockholders electing members of governing body | Pursuant to the Organization's bylaws, the Organization's members shall have the authority to appoint all members of the Organization's governing body as follows: (1) SHANDS TEACHING HOSPITAL AND CLINICS, INC. ("STHC") HAS THE POWER TO NOMINATE FOUR MEMBERS TO THE ORGANIZATION'S GOVERNING BODY. (2) THE PRESIDENT OF THE UNIVERSITY OF FLORIDA HAS THE POWER TO APPOINT THREE MEMBERS TO THE ORGANIZATION'S GOVERNING BODY, AS WELL AS THE POWER TO APPROVE THE NOMINATIONS OF THE FOUR MEMBERS NOMINATED BY STHC. Additionally, the PRESIDENT OF THE UNIVERSITY OF FLORIDA HAS THE POWER TO remove any member from the Organization's Board of Directors. |
| Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders | The Organization shall be managed by or under the direction of Shands Teaching Hospital and Clinics, Inc. ("STHC"). Pursuant to the Organization's Bylaws, STHC shall have the following powers and responsibilities: (1) STHC shall have full custody, care, and control of all of the assets of the Organization, with full authority and right, in the name of the Organization, to manage and invest such assets and/or to borrow funds and pledge corporate assets as deemed appropriate; (2) STHC shall be responsible for the proper orientation and maintenance of the Organization, employment of personnel, use of material, and maintenance and repair of the physical property; (3) STHC shall be responsible for seeing that the objectives specified in the Articles of Incorporation are attained; and (4) Title to all property of the Organization shall be vested in the Organization, and the signatures of the Chair of the Board and the Secretary, when authorized by STHC, shall constitute proper authority for the purchase or sale of real property. STHC may also call a special meeting of the Organization's Board of Directors, designate the location of the meetings of the Organization's Board of Directors, and attend the annual meeting of the Organization's Board of Directors. Further, any changes to the Organization's Bylaws are subject to the approval of STHC, as are the Organization's strategic plans, operating and capital budgets, material workforce reductions, and policies for physician compensation, alignment strategies, and development and recruitment. |
| Form 990, Part VI, Line 11b Review of form 990 by governing body | THE FORM 990 WAS PREPARED BY AN INDEPENDENT ACCOUNTANT AND REVIEWED AND APPROVED BY INTERNAL MANAGEMENT AND SHARED WITH EACH BOARD MEMBER PRIOR TO FILING. |
| Form 990, Part VI, Line 12c Conflict of interest policy | THE ORGANIZATION REQUIRES ALL OFFICERS AND TRUSTEES TO COMPLETE A CONFLICT OF INTEREST QUESTIONNAIRE ANNUALLY. ANY CONFLICTS THAT DEVELOP AFTER SUBMISSION MUST BE DISCLOSED IN WRITING TO BOARD OF TRUSTEES. EXISTING CONFLICTS OF INTEREST MAY REQUIRE ABSTAINING FROM DISCUSSING OR VOTING UPON MATTERS RELATED TO OR AFFECTED BY THE CONFLICT, OR RECUSING ONESELF FROM PARTICIPATING IN RELATED MATTERS. |
| Form 990, Part VI, Line 15a Process to establish compensation of top management official | THE COMPENSATION PACKAGE FOR THE CEO POSITION IS SET AND APPROVED BY THE COMPENSATION COMMITTEE. INDEPENDENT SALARY SURVEYS ARE OBTAINED FROM INDUSTRY EXPERTS TO DETERMINE COMPENSATION AND BENEFITS. THOSE INDEPENDENT SALARY SURVEYS ARE ALSO USED TO DEVELOP COMPENSATION PACKAGES FOR THE SENIOR MANAGEMENT TEAM. THE COMPENSATION COMMITTEE EVALUATES THE DATA, THEN DEBATES AND DOCUMENTS ITS RECOMMENDATION OF REASONABLE COMPENSATION. EXECUTIVE-LEVEL COMPENSATION WAS REVIEWED IN DECEMBER 2023, WITH THESE COMPENSATION REVIEWS NOW HANDLED BY SHANDS TEACHING HOSPITAL AND CLINICS, INC. |
| Form 990, Part VI, Line 15b Process to establish compensation of other employees | THE COMPENSATION PACKAGE FOR other officer POSITION IS SET AND APPROVED BY THE COMPENSATION COMMITTEE. INDEPENDENT SALARY SURVEYS ARE OBTAINED FROM INDUSTRY EXPERTS TO DETERMINE COMPENSATION AND BENEFITS. THOSE INDEPENDENT SALARY SURVEYS ARE ALSO USED TO DEVELOP COMPENSATION PACKAGES FOR THE SENIOR MANAGEMENT TEAM. THE COMPENSATION COMMITTEE EVALUATES THE DATA, THEN DEBATES AND DOCUMENTS ITS RECOMMENDATION OF REASONABLE COMPENSATION. EXECUTIVE-LEVEL COMPENSATION WAS REVIEWED IN DECEMBER 2023, WITH THESE COMPENSATION REVIEWS NOW HANDLED BY SHANDS TEACHING HOSPITAL AND CLINICS, INC. |
| Form 990, Part VI, Line 19 Required documents available to the public | THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. |
| Form 990, Part VIII, Line 11d Other Miscellaneous Revenue | NON OPERATING REV OTHER - Total Revenue: 139907, Related or Exempt Function Revenue: , Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: 139907; |
| Form 990, Part IX, Line 11g Other Fees | Purchased Services - Total Expense: 44772668, Program Service Expense: 32273764, Management and General Expenses: 12498904, Fundraising Expenses: ; Professional Fees - Total Expense: 19995865, Program Service Expense: 18280611, Management and General Expenses: 1715254, Fundraising Expenses: ; |
| Form 990, Part XI, Line 9 Other changes in net assets or fund balances | Net Asset Transfer - -376225; |
| Software ID: | 23017437 |
| Software Version: | 2023v6.0 |