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TIN: 36-3297853
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
20
Open to Public Inspection
Name of the organization
SANFORD HEALTH FOUNDATION
Employer identification number
36-3297853
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
No
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) 2020
Schedule J (Form 990) 2020
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 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 on prior Form 990
(i)
Base
compensation
(ii)
Bonus & incentive
compensation
(iii)
Other
reportable compensation
1
ANDY NORTH
SECRETARY
(i)
(ii)
0
-------------
310,804
0
-------------
0
0
-------------
0
0
-------------
0
0
-------------
0
0
-------------
310,804
0
-------------
0
2
MARK PAULSON MD
PAST CHAIR/REG CHAIR
(i)
(ii)
0
-------------
281,084
0
-------------
15,000
0
-------------
-1,598
0
-------------
12,271
0
-------------
27,284
0
-------------
334,041
0
-------------
0
3
MARIA BELL MD
TRUSTEE/RESEARCH ADM
(i)
(ii)
0
-------------
906,084
0
-------------
54,000
0
-------------
53,058
0
-------------
14,250
0
-------------
28,660
0
-------------
1,056,052
0
-------------
0
4
MARK LUNDEEN MD
TRUSTEE/ORTHO CHAIR
(i)
(ii)
0
-------------
691,892
0
-------------
0
0
-------------
560
0
-------------
14,250
0
-------------
22,506
0
-------------
729,208
0
-------------
0
5
MARK LUNDEEN MD
SEE SCH J, PART III, LINES 4A-4B
(i)
(ii)
0
-------------
0
0
-------------
0
0
-------------
1,000,000
0
-------------
0
0
-------------
0
0
-------------
1,000,000
0
-------------
0
6
KELBY KRABBENHOFT
PRESIDENT & CEO (THRU 11/20)
(i)
(ii)
0
-------------
3,028,187
0
-------------
1,971,204
0
-------------
77,951
0
-------------
45,148
0
-------------
23,376
0
-------------
5,145,866
0
-------------
0
7
KELBY KRABBENHOFT
SEE SCH J, PART III, LINES 4A-4B
(i)
(ii)
0
-------------
0
0
-------------
0
0
-------------
44,353,819
0
-------------
0
0
-------------
0
0
-------------
44,353,819
0
-------------
8,183,861
8
BILL GASSEN III
CAO/PRESIDENT & CEO (START 11/20)
(i)
(ii)
0
-------------
1,098,215
0
-------------
244,003
0
-------------
174,993
0
-------------
101,820
0
-------------
1,847
0
-------------
1,620,878
0
-------------
0
9
BILL GASSEN III
SEE SCH J, PART III, LINES 4A-4B
(i)
(ii)
0
-------------
0
0
-------------
1,100,000
0
-------------
0
0
-------------
0
0
-------------
0
0
-------------
1,100,000
0
-------------
0
10
JOANN KUNKEL
CHIEF FINANCIAL OFFICER (THRU 9/20)
(i)
(ii)
0
-------------
852,418
0
-------------
309,501
0
-------------
150,852
0
-------------
11,827
0
-------------
22,487
0
-------------
1,347,085
0
-------------
0
11
JOANN KUNKEL
SEE SCH J, PART III, LINES 4A-4B
(i)
(ii)
0
-------------
0
0
-------------
0
0
-------------
6,847,438
0
-------------
0
0
-------------
0
0
-------------
6,847,438
0
-------------
221,828
12
BILL MARLETTE
CFO (START 10/20) & TREASURER
(i)
(ii)
0
-------------
1,210,291
0
-------------
317,501
0
-------------
221,261
0
-------------
29,289
0
-------------
2,267
0
-------------
1,780,609
0
-------------
0
13
BILL MARLETTE
SEE SCH J, PART III, LINES 4A-4B
(i)
(ii)
0
-------------
0
0
-------------
0
0
-------------
5,903,232
0
-------------
0
0
-------------
0
0
-------------
5,903,232
0
-------------
1,662,810
14
BOBBIE TIBBETTS
PRESIDENT
(i)
(ii)
0
-------------
391,213
0
-------------
2,000
0
-------------
65,347
0
-------------
14,250
0
-------------
22,579
0
-------------
495,389
0
-------------
0
15
MICAH ABERSON
EXECUTIVE VP, SANFORD
(i)
(ii)
0
-------------
1,044,294
0
-------------
252,003
0
-------------
167,103
0
-------------
101,820
0
-------------
23,944
0
-------------
1,589,164
0
-------------
0
16
MICAH ABERSON
SEE SCH J, PART III, LINES 4A-4B
(i)
(ii)
0
-------------
0
0
-------------
1,100,000
0
-------------
0
0
-------------
0
0
-------------
0
0
-------------
1,100,000
0
-------------
0
Schedule J (Form 990) 2020
Schedule J (Form 990) 2020
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 1A
CERTAIN ITEMS LISTED ON LINE 1A ARE PROVIDED BY RELATED ORGANIZATIONS. PART I, LINE 3: THE EXECUTIVE COMPENSATION COMMITTEE OF THE SANFORD BOARD OF TRUSTEES DIRECTLY ENGAGES A NATIONALLY RECOGNIZED INDEPENDENT COMPENSATION CONSULTING FIRM ANNUALLY TO REVIEW THE TOTAL COMPENSATION ARRANGEMENTS OF THE OFFICERS AND EXECUTIVES OF THE ORGANIZATION, INCLUDING THE CEO, AND TO REPORT THE FINDINGS TO THEM FOR DELIBERATION AND ACTION. THE DELIBERATIONS AND ACTIONS ARE RECORDED IN THE MINUTES OF THE SANFORD BOARD OF TRUSTEES. THE MOST RECENT STUDY WAS COMPLETED IN 2020.
PART I, LINES 4A-B
LINA 4A - SEVERANCE OR CHANGE OF CONTROL UPON HIRE OR PROMOTION, SELECT OFFICERS AND KEY EMPLOYEES SIGN AN EXECUTIVE SEVERANCE AGREEMENT (THE "AGREEMENT"). THE AGREEMENT PROVIDES THAT THE EXECUTIVE WILL RECEIVE A MULTIPLE OF HIS OR HER SALARY (BASED ON YEARS OF SERVICE OR POSITION) AS A PAYMENT IN THE EVENT OF A DEFINED SEPARATION EVENT, WHICH CAN INCLUDE AN INVOLUNTARY SEPARATION OR AN EMPLOYEE VOLUNTARILY LEAVING FOR A DEFINED CONTRACTUAL REASON. FINAL SEPARATION PAYMENTS MIGHT VARY FROM THE AMOUNT PROVIDED IN THE AGREEMENT AS A RESULT OF NEGOTIATIONS SURROUNDING EARLY RETIREMENTS AND POST-SEPARATION OBLIGATIONS AND INCENTIVES (THE "SEPARATION" PAYMENT). LINE 4B - SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN PAYMENTS - DEFINED BENEFIT SERP ANNUITY PLAN IN 1983, A DEFINED BENEFIT SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN ("DB SERP ANNUITY PLAN") WAS ESTABLISHED. THE DB SERP ANNUITY PLAN PROVIDED LIFETIME ANNUITY PAYMENTS TO PLAN PARTICIPANTS BASED ON THEIR HISTORICAL SALARY AND YEARS OF SERVICE. THE ANNUITY BENEFIT WAS DESIGNED TO PROVIDE A SIMILAR BENEFIT AS PROVIDED BY THE QUALIFIED DEFINED BENEFIT PENSION PLAN. AS OF 2020, KELBY KRABBENHOFT AND BILL MARLETTE, WITH 24 AND 31 YEARS OF SERVICE RESPECTIVELY, WERE THE ONLY TWO REMAINING PARTICIPANTS. IN NOVEMBER 2020, THE SANFORD BOARD OF TRUSTEES MADE THE DECISION TO ACCELERATE TERMINATION OF THE DB SERP ANNUITY PLAN TO LIMIT FUTURE FINANCIAL LIABILITY AND BECAUSE SANFORD DOES NOT INTEND TO USE AN AVERAGE PAY/ANNUITY SUPPLEMENTAL STRUCTURE ON A GO FORWARD BASIS. KELBY KRABBENHOFT'S AND BILL MARLETTE'S BENEFIT HAD BEEN PREVIOUSLY ACCRUED FOR AND DISCLOSED AS RETIREMENT AND OTHER DEFERRED COMPENSATION ON HISTORICAL 990 FORMS. AS A RESULT OF THE PLAN TERMINATION, THE TOTAL BENEFIT WAS VESTED AND REPORTABLE AS TAXABLE INCOME ON THE PLAN PARTICIPANTS' W-2S IN 2020. LINE 4B - SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN PAYMENTS - DEFINED BENEFIT SERP LUMP SUM PLANS AS ALSO REQUIRED BY PLAN TERMINATION RULES, SANFORD TERMINATED ALL OTHER DEFINED BENEFIT SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS. KELBY KRABBENHOFT PARTICIPATED IN A DB SERP LUMP SUM PLAN TIED TO RETENTION AND HIS SUCCESSION PLAN. MARK LUNDEEN PARTICIPATED IN A SEPARATE DB SERP LUMP SUM PLAN TIED TO RETENTION. LINE 4B - SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN PAYMENTS - DEFINED CONTRIBUTION SERP PLAN SANFORD SPONSORS A DEFINED CONTRIBUTION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN ("DC SERP PLAN") FOR SELECT OFFICERS OR KEY EMPLOYEES. THE DC SERP PLAN PROVIDES THAT SANFORD WILL MAKE DISCRETIONARY CONTRIBUTIONS INTO PARTICIPANT ACCOUNTS. CERTAIN OF THE BELOW OFFICERS OR KEY EMPLOYEES WERE PAID AS A RESULT OF A VESTING EVENT WHICH INCLUDE REACHING A PRE-ESTABLISHED RETIREMENT AGE OR A DEFINED SEPARATION EVENT. LINES 4A AND 4B - PAYMENTS THE FOLLOWING INDIVIDUALS RECEIVED SEVERANCE OR CHANGE OF CONTROL PAYMENTS AND/OR SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN PAYMENTS: MARK LUNDEEN, 40 YEARS OF SERVICE: DB SERP LUMP SUM PLAN $1,000,000 KELBY KRABBENHOFT, 24 YEARS OF SERVICE: SEPARATION $15,000,000 DB SERP ANNUITY AND LUMP SUM PLANS $29,353,819 TOTAL $44,353,819 BILL GASSEN III, 9 YEARS OF SERVICE: RETENTION PLAN AGREEMENT $1,100,000 JOANN KUNKEL, 28 YEARS OF SERVICE: SEPARATION $6,498,707 DC SERP PLAN $348,731 TOTAL $6,847,438 BILL MARLETTE, 31 YEARS OF SERVICE: DB SERP ANNUITY PLAN $5,903,232 MICAH ABERSON, 6 YEARS OF SERVICE: RETENTION PLAN AGREEMENT $1,100,000
Schedule J (Form 990) 2020
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