COMMON ELEMENTS OF NONPROFIT EXECUTIVE COMPENSATION AND BENEFITS: Purpose and Goals; Base Salary; Incentive Compensation; Retirement/Savings Benefits; Medical, Disability, and Survivor Benefits; Perquisites and Severance.
SELECTED FEDERAL LAWS AND RECENT EVENTS: Federal Tax Laws; Private Inurement and Private Benefit; Overview of Section 4958 and the Regulations; Taxes Imposed under Section 4958; Determining Reasonable Compensation; Satisfying the Rebuttable Presumption that Compensation is Reasonable; Obtaining Comparability Data; Guidance on Avoiding "Automatic Excess Benefit Transactions"; Recent Congressional Inquiries; Legislative Reform; Recent IRS Initiatives.
FIDUCIARY DUTY ISSUES: Conflicts of Interest; Revised Model Nonprofit Corporation Act; Delaware Corporations Law; Tailored Conflict Policies; IRS Focus on Conflicts of Interest; Federal Tax Law Definition in Intermediate Sanctions Regulations; IRS Definition in Model Conflicts of Interest Policy-CPE Text; IRS Suggested Good Governance Practices- Written Conflicts Policy; Recent State Level Enforcement Actions.
REPORTING AND DISCLOSURE OF EXECUTIVE COMPENSATION: Form 990; Filing Requirement Scope and 2007 Revision of Form 990; Disclosure of Executive Compensation Information; Reporting Excess Benefit Transactions; State Law; Recordkeeping and Reporting Requirements of the Revised Model Nonprofit Corporation Act (1987); Model Act Modifications.
APPENDICES: IRS Model Conflict of Interest Policy; Compensation Committee Charter; Sample Nonprofit Corporation Conflicts of Interest Policy; Sample Nonprofit Corporation Executive Compensation Policy; Discussion of Pre-2008 Form 990 Disclosure Requirements; Executive Compensation Items Reported on Revised Form 990.
Corporate Governance Implications of Nonprofit Executive Compensation discusses the need for a proper governance process for the approval and implementation of executive compensation programs in nonprofit healthcare organizations. This publication focuses on the federal tax concepts and guidance applicable to executive compensation paid by tax exempt healthcare providers; recent Congressional, IRS and state level inquiries, compliance initiatives and audits; the use of comparability data and expert opinion in building a credible governance process; governance structure and policies; and reporting and disclosure of executive compensation. Also included are valuable sample forms such as a compensation committee charter, conflict of interest policies, and an executive compensation policy.
AUTHORS:
Douglas K. Anning, Esquire John B. Beard, Esquire Ralph DeJong, Esquire Susan G. Duffy, Esquire Stuart Harvey Marci Rose Levine, Esquire Karen B. McAfee, Esquire Susan Schalla, Esquire Thomas C. Schroeder, Esquire Michael J. Stewart
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