PART II |
CYSTIC FIBROSIS FOUNDATION. (A) NAME: P. CAMPBELL, M.D.; (B)(I) BASE COMPENSATION: BASE SALARY - $369,858; (B)(II) BONUS & INCENTIVE COMPENSATION: ANNUAL INCENTIVE PLAN BENEFIT (1) $128,875, LONG-TERM INCENTIVE PLAN PAYMENT, WHICH WAS PREVIOUSLY REPORTED (6) - $67,175, LONG-TERM INCENTIVE PLAN TREATMENT AWARD (10) $70,350; (B)(III) OTHER REPORTABLE COMPENSATION: TAXABLE GENERAL ORGANIZATION GROUP TERM LIFE INSURANCE PREMIUM - $7,524, AUTOMOBILE ALLOWANCE - $4,824, OTHER BENEFITS - $8,825, VESTED SERP ACCOUNT (8) - $148,334; (C) DEFERRED COMPENSATION: RETIREMENT BENEFIT (2) $27,312, LONG-TERM INCENTIVE PLAN BENEFIT (6) - $103,762; (D) NONTAXABLE BENEFITS: EMPLOYER CONTRIBUTION TO GENERAL ORGANIZATION HEALTH PLAN BENEFIT - $17,173, EMPLOYEE CONTRIBUTION TO FLEXIBLE SPENDING ACCOUNT BENEFIT - $2,600, EMPLOYEE CONTRIBUTION TO GENERAL ORGANIZATION HEALTH PLAN BENEFIT - $5,253; (F) COMPENSATION REPORTED IN PRIOR FORM 990 (3) - $132,835. CYSTIC FIBROSIS FOUNDATION THERAPEUTICS, INC. EIN 91-2059167. (A) NAME: P. CAMPBELL, M.D.; (B)(I) BASE COMPENSATION: BASE SALARY - $186,037; (B)(II) BONUS & INCENTIVE COMPENSATION: ANNUAL INCENTIVE PLAN BENEFIT (1) $63,476, LONG-TERM INCENTIVE PLAN PAYMENT, WHICH WAS PREVIOUSLY REPORTED (6) - $33,086, LONG-TERM INCENTIVE PLAN TREATMENT AWARD (10) $34,650; (B)(III) OTHER REPORTABLE COMPENSATION: AUTOMOBILE ALLOWANCE - $2,376, OTHER BENEFITS - $4,125, VESTED SERP ACCOUNT (8) - $73,060; (C) DEFERRED COMPENSATION: LONG-TERM INCENTIVE PLAN BENEFIT (6) - $51,107; (F) COMPENSATION REPORTED IN PRIOR FORM 990 (3) - $65,426. CYSTIC FIBROSIS FOUNDATION. (A) NAME: M. GINSKY.; (B)(I) BASE COMPENSATION: BASE SALARY - $467,890; (B)(II) BONUS & INCENTIVE COMPENSATION: ANNUAL INCENTIVE PLAN BENEFIT (1) $81,980, LONG-TERM INCENTIVE PLAN PAYMENT, WHICH WAS PREVIOUSLY REPORTED (6) - $68,247, LONG-TERM INCENTIVE PLAN TREATMENT AWARD (10) $24,000; (B)(III) OTHER REPORTABLE COMPENSATION: OTHER BENEFITS INCLUDING TAXABLE GENERAL ORGANIZATION GROUP TERM LIFE INSURANCE PREMIUM - $3,094, SECTION 457(B) PLAN (5) - $18,000; (C) DEFERRED COMPENSATION: RETIREMENT BENEFIT (2) $27,312, LONG-TERM INCENTIVE PLAN BENEFIT (6) - $136,717, SERP (4) - $26,874; (D) NONTAXABLE BENEFITS: EMPLOYER CONTRIBUTION TO GENERAL ORGANIZATION HEALTH PLAN BENEFIT - $24,855, EMPLOYEE CONTRIBUTION TO FLEXIBLE SPENDING ACCOUNT BENEFIT - $2,600, EMPLOYEE CONTRIBUTION TO GENERAL ORGANIZATION HEALTH PLAN BENEFIT - $7,655; (F) COMPENSATION REPORTED IN PRIOR FORM 990 (3) - $68,247. CYSTIC FIBROSIS FOUNDATION. (A) NAME: V. TWIGG; (B)(I) BASE COMPENSATION: BASE SALARY - $328,670; (B)(II) BONUS & INCENTIVE COMPENSATION: ANNUAL INCENTIVE PLAN BENEFIT (1) $84,478, LONG-TERM INCENTIVE PLAN PAYMENT, WHICH WAS PREVIOUSLY REPORTED (6) - $41,058, LONG-TERM INCENTIVE PLAN TREATMENT AWARD (10) $52,500; (B)(III) OTHER REPORTABLE COMPENSATION: SECTION 457(B) PLAN (5) - $18,000; (C) DEFERRED COMPENSATION: RETIREMENT BENEFIT (2) $27,312, LONG-TERM INCENTIVE PLAN BENEFIT (6) - $57,391, SERP (4) - $7,937; (D) NONTAXABLE BENEFITS: EMPLOYER CONTRIBUTION TO GENERAL ORGANIZATION HEALTH PLAN BENEFIT - $24,855, EMPLOYEE CONTRIBUTION TO FLEXIBLE SPENDING ACCOUNT BENEFIT - $2,600, EMPLOYEE CONTRIBUTION TO GENERAL ORGANIZATION HEALTH PLAN BENEFIT - $7,655; (F) COMPENSATION REPORTED IN PRIOR FORM 990 (3) - $41,058. CYSTIC FIBROSIS FOUNDATION. (A) NAME: J. MAHLER; (B)(I) BASE COMPENSATION: BASE SALARY - $542,149; (B)(II) BONUS & INCENTIVE COMPENSATION: ANNUAL INCENTIVE PLAN BENEFIT (1) $650,000; (B)(III) OTHER REPORTABLE COMPENSATION: OTHER BENEFITS INCLUDING TAXABLE GENERAL ORGANIZATION GROUP TERM LIFE INSURANCE PREMIUM - $4,903; (C) DEFERRED COMPENSATION: RETIREMENT BENEFIT (2) $27,312, SERP (4) - $100,000; (D) NONTAXABLE BENEFITS: EMPLOYER CONTRIBUTION TO GENERAL ORGANIZATION HEALTH PLAN BENEFIT - $17,174, EMPLOYEE CONTRIBUTION TO FLEXIBLE SPENDING ACCOUNT BENEFIT - $2,600, EMPLOYEE CONTRIBUTION TO GENERAL ORGANIZATION HEALTH PLAN BENEFIT - $5,252. CYSTIC FIBROSIS FOUNDATION. (A) NAME: R. BEALL, PH.D.; (B)(I) BASE COMPENSATION: EXECUTIVE ADVISORY CONSULTING SERVICES FEES - $269,500; (B)(II) BONUS & INCENTIVE COMPENSATION: LONG-TERM INCENTIVE PLAN TREATMENT AWARD (10) $70,350; (B)(III) OTHER REPORTABLE COMPENSATION: SECTION 457(B) PLAN DISTRIBUTION (7) - $43,244; (F) COMPENSATION REPORTED IN PRIOR FORM 990 (3) - $28,879. CYSTIC FIBROSIS FOUNDATION THERAPEUTICS, INC. EIN 91-2059167. (A) NAME: R. BEALL, PH.D.; (B)(II) BONUS & INCENTIVE COMPENSATION: LONG-TERM INCENTIVE PLAN TREATMENT AWARD (10) $34,650; (B)(III) OTHER REPORTABLE COMPENSATION: SECTION 457(B) PLAN DISTRIBUTION (7) - $21,299 (F) COMPENSATION REPORTED IN PRIOR FORM 990 (3) - $14,224. CYSTIC FIBROSIS FOUNDATION. (A) NAME: R. MATTINGLY; (B)(III) OTHER REPORTABLE COMPENSATION: SECTION 457(B) PLAN DISTRIBUTION (7) - $92,255; SEVERANCE PAY (9) - $104,755; (F) COMPENSATION REPORTED IN PRIOR FORM 990 (3) - $72,855. (1) THIS IS AN AWARD SUBJECT TO, AND BASED ON, ACHIEVEMENT OF ANNUAL PERFORMANCE STANDARDS ESTABLISHED IN ADVANCE BY THE COMPENSATION COMMITTEE OF THE BOARD. ANY FINANCIAL PERFORMANCE OBJECTIVES ESTABLISHED UNDER THE INCENTIVE COMPENSATION PLAN DO NOT INCLUDE PROGRAM-RELATED REVENUES SUCH AS ROYALTY STREAMS, LUMP-SUM PAYMENTS, AND SALES PROCEEDS FROM TRANSFER OF THE FOREGOING TO THIRD PARTIES RELATED TO THE DEVELOPMENT AND APPROVAL OF CF DRUGS. (2) THIS IS THE EMPLOYER CONTRIBUTION MADE UNDER THE CYSTIC FIBROSIS FOUNDATION 401(K) PLAN FOR THE 2017 PLAN YEAR. (3) THIS AMOUNT IS INCLUDED IN COLUMN B OF THIS FORM 990 AND HAS ALREADY BEEN PREVIOUSLY REPORTED AS COMPENSATION ON PRIOR YEARS' FORM 990S, AND THEREFORE (AS REQUIRED BY THE INSTRUCTIONS) IS DOUBLE-REPORTED. (4) A. THIS IS AN UNVESTED EMPLOYER CONTRIBUTION TO THE SERP. B. SERP INTERESTS ARE FORFEITED BY THE PARTICIPANT IF THE PARTICIPANT VOLUNTARILY TERMINATES EMPLOYMENT PRIOR TO ATTAINING THE VESTING DATE DESIGNATED BY CFF (WHICH IS EITHER A SPECIFIED AGE OR DATE, DEPENDING ON THE PARTICIPANT). C. SERP INTERESTS ARE HELD IN A TRUST SUBJECT TO THE CLAIMS OF CFF'S BANKRUPTCY CREDITORS. IN THE EVENT OF A CFF BANKRUPTCY, PARTICIPANTS WOULD BECOME GENERAL UNSECURED CREDITORS OF CFF. D. THE SERP IS A NONQUALIFIED DEFERRED COMPENSATION PLAN. THIS MEANS THAT PARTICIPANTS DO NOT RECEIVE THE TAX BENEFITS AVAILABLE TO PARTICIPANTS IN TAX QUALIFIED RETIREMENT PLANS. FOR EXAMPLE, UNDER CURRENT LAW, INTERESTS UNDER SERPS ARE REPORTABLE AS TAXABLE COMPENSATION WHEN THEY BECOME VESTED, EVEN IF THOSE AMOUNTS ARE NOT YET PAYABLE TO THE PARTICIPANT (AND EVEN IF THOSE AMOUNTS ARE NEVER PAID TO THE PARTICIPANT). E. THE SERP'S DESIGN WAS REVIEWED AND OPINED UPON AS REASONABLE BY AN INDEPENDENT COMPENSATION CONSULTANT. SERP CONTRIBUTION AMOUNTS WERE DETERMINED BY AN INDEPENDENT ACTUARY. F. CFF RETAINS THE RIGHT TO AMEND OR TERMINATE THE SERP AT ANY TIME. (5) A. THIS IS A VESTED CONTRIBUTION TO THE 457(B) PLAN FOR THE REPORTING PERIOD. B. IN THE EVENT OF A CFF BANKRUPTCY, PARTICIPANTS ARE GENERAL UNSECURED CREDITORS OF CFF. C. DISTRIBUTIONS FROM THE 457(B) PLAN MAY NOT BE ROLLED-OVER TO AN IRA OR QUALIFIED PLAN (BUT MAY ONLY BE ROLLED-OVER TO ANOTHER 457(B) PLAN). D. THE 457(B) PLAN'S DESIGN WAS REVIEWED AND OPINED UPON AS REASONABLE BY AN INDEPENDENT COMPENSATION CONSULTANT. AN INDEPENDENT ACTUARY DEVELOPED THE CONTRIBUTION FORMULA PURSUANT TO WHICH 457(B) CONTRIBUTION AMOUNTS ARE DETERMINED. CONTRIBUTIONS TO THE 457(B) PLAN ARE SUBJECT TO ANNUAL IRS LIMITS ($18,000 FOR 2017). E. CFF RETAINS THE RIGHT TO AMEND OR TERMINATE THE 457(B) PLAN AT ANY TIME. (6) THIS PLAN PROVIDES FOR AWARDS THAT RELATE TO A THREE-YEAR PERFORMANCE PERIOD, SUBJECT TO, AND BASED ON, ACHIEVEMENT OF PERFORMANCE OBJECTIVES ESTABLISHED IN ADVANCE BY THE COMPENSATION COMMITTEE OF THE BOARD. ANY FINANCIAL PERFORMANCE OBJECTIVES ESTABLISHED UNDER THE INCENTIVE COMPENSATION PLAN DO NOT INCLUDE PROGRAM-RELATED REVENUES SUCH AS ROYALTY STREAMS, LUMP-SUM PAYMENTS, AND SALES PROCEEDS FROM TRANSFER OF THE FOREGOING TO THIRD PARTIES RELATED TO THE DEVELOPMENT AND APPROVAL OF CF DRUGS. EACH YEAR, A NEW THREE-YEAR PERFORMANCE PERIOD BEGINS. AS REQUIRED BY THE FORM 990 INSTRUCTIONS, THE AMOUNTS REPORTED IN COLUMN (C) ON THIS FORM 990 REFLECT AN ESTIMATE OF THE PORTION OF EACH AWARD THAT THE EXECUTIVE ACCRUED UNDER THE PLAN FOR PERFORMANCE IN 2017 (I.E., WITH RESPECT TO THE 2015-2017, 2016-2018 AND THE 2017-2019 PERFORMANCE PERIODS), BUT THE AMOUNTS REPORTED IN COLUMN (C) HAVE NOT BEEN EARNED, AWARDED OR PAID UNDER THE PLAN. THE INDIVIDUAL MUST BE EMPLOYED ON 12/31/17, 12/31/18 AND 12/31/19 TO BE ELIGIBLE TO RECEIVE FULL PAYMENT OF THE AWARD FOR THE 2015-2017, 2016-2018 AND THE 2017-2019 PERFORMANCE PERIODS, RESPECTIVELY. THE AWARD RELATING TO THE 3-YEAR PERFORMANCE PERIOD ENDING 12/31/16 WAS PAID IN 2017, AND IS PROPERLY REPORTED AGAIN (AS COMPENSATION IN COLUMN (B)(II)) ON THIS FORM 990 (EVEN THOUGH AN ESTIMATE OF THE PORTION OF THIS AWARD THAT THE EXECUTIVE ACCRUED UNDER THE PLAN FOR PERFORMANCE IN |