2024-12-19T11:21:41-06:00 2023-12-31 760448495 HAM LANGSTON & BREZINA LLP 2200 MARKET ST STE 400 GALVESTON TX 77550 990 2023-01-01 741109652 THE SEALY & SMITH FOUNDATION SEAL 4097628666 2200 MARKET STREET SUITE 500 GALVESTON TX 77550 DOUGLAS G ROGERS EXECUTIVE DIRECTOR 4097628666 2024-12-18 1 0 JOHN R MC KENNA JR P00618649 4097659311 2024-12-18 2023 2024-10-15 13:58:12Z DOUGLAS G ROGERS 2200 MARKET STREET SUITE 500 GALVESTON TX 77550 206758486 0 X SEALY-SMITH-FOUNDATION.ORG X 1922 TX SUPPORT OF THE JOHN SEALY HOSPITAL / UNIVERSITY OF TEXAS MEDICAL BRANCH AT GALVESTON (UTMB). 7 6 6 0 0 0 0 0 0 0 98777956 78712702 59956265 52134786 158734221 130847488 25516641 22568304 0 0 1216965 1426097 0 0 0 5023158 6069201 31756764 30063602 126977457 100783886 1674903989 2037694463 121266998 98970475 1553636991 1938723988 TO PROVIDE FOR THE CONSTRUCTION, REMODELING, EQUIPPING, AND FURNISHING OF THE JOHN SEALY HOSPITAL AND OTHER HOSPITAL BUILDING OR BUILDINGS IN THE CITY OF GALVESTON, TX, IN CONNECTION WITH THE JOHN SEALY HOSPITAL, AND TO PROVIDE FOR HEALTHCARE OF CITIZENS OF GALVESTON THEREIN. 0 0 22568304 22568304 EXPENDITURES TO SUPPORT THE JOHN SEALY HOSPITAL / UTMB - GALVESTON. SEE SCHEDULE I. 22568304 1 0 0 1 0 0 0 0 0 0 1 1 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 1 17 0 1 6 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X 7 6 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 X DOUGLAS G ROGERS 4097628666 2200 MARKET STREET SUITE 500 GALVESTON TX 77550 JOHN W KELSO PRESIDENT/DIRECTOR 5.00 X X 72000 0 0 MICHAEL C DOHERTY VICE PRESIDENT/ DIR. 5.00 X X 72000 0 0 JAMES B GALBRAITH DIRECTOR 5.00 X 72000 0 0 E J PEDERSON DIRECTOR 5.00 X 72000 0 0 KEITH BASSETT DIRECTOR 5.00 X 72000 0 0 WILLIAM R SEALY DIRECTOR 5.00 X 72000 0 0 DOUGLAS G ROGERS EXEC DIR/ SEC/TREAS 45.00 X X 395429 0 54059 JAMES S JOBE ASST SEC/TREASURER 45.00 X 169834 0 32458 GLADYS STANSBERRY ASST TREASURER 45.00 X 117796 0 21388 1115059 0 107905 3 0 1 0 CAMBRIDGE ASSOCIATES LLC 125 HIGH STREET BOSTON MA 02110 INVESTMENT MANAGERS 1796490 FOCUSED INVESTORS LLC 1999 AVENUE OF THE STARS STE 3320 LOS ANGELES CA 90067 INVESTMENT MANAGERS 790638 SILCHESTER INTERNATIONAL INVESTORS 780 THIRD AVENUE 42ND FLOOR NEW YORK NY 10017 INVESTMENT MANAGERS 608979 GENERATION INVESTMENT MANAGEMENT US LLP 555 MISSION STREET SUITE 3400 SAN FRANCISCO CA 94105 INVESTMENT MANAGERS 406452 EDGBASTON ASIAN EQUITY TRUST PO BOX 4766 CHICAGO IL 606804766 INVESTMENT MANAGERS 228041 10 37276539 37276539 43670328 43670328 1931712 24429 1907283 1907283 1907283 82585227 34737505 75011484 875085 7573743 33862420 41436163 41436163 OIL LEASE BONUSES 900099 2972108 2972108 HARBOR PROPERTIES 900099 869734 869734 VARIOUS DAMAGES 900099 820797 820797 1894536 1894536 6557175 130847488 0 0 130847488 22568304 22568304 1121059 1121059 127000 127000 69250 69250 63894 63894 44894 44894 39428 39428 71650 71650 60000 60000 4781091 4781091 127848 127848 48916 48916 91081 91081 65650 65650 PROPERTY TAXES 703175 703175 CUSTODIAN & BANK FEES 47225 47225 DUES & SUBSCRIPTIONS 15804 15804 INVESTMENT EXPENSES 14938 14938 2395 2395 30063602 22568304 7495298 0 50250 50250 59918155 113202284 941197 554732 62966 69465 9147580 632987 8514593 8514593 1030505698 1350291256 526783493 514210606 48127637 50801277 1674903989 2037694463 732306 623682 118873545 95883419 58000 40000 1603147 2423374 121266998 98970475 X 1553636991 1938723988 1553636991 1938723988 1674903989 2037694463 100783886 284303111 0 X 0 1 X 1 0 X X 1 JOHN SEALY HOSPITAL UTMB GALVESTON 746000949 6 1 22568304 0 1 22568304 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 X PART IV, SECTION E, LINE 1C-HOW SUPPORTED GOVERNMENT ENTITY UTMB, THE SUPPORTED ORGANIZATION, IS NOT REQUIRED TO OBTAIN RECOGNITION OF ITS PUBLIC CHARITY STATUS SINCE IT IS A GOVERNMENTAL UNIT DESCRIBED IN IRC 170(B)(1)(A)(V). HOWEVER, THE ORGANIZATION HAS A COPY OF A LETTER, DATED OCTOBER 9, 1997, FROM THE IRS ACTING DISTRICT DIRECTOR STATING THAT THE UNIVERSITY OF TEXAS SYSTEM AND ALL OF ITS COMPONENT INSTITUTIONS, INCLUDING THE UNIVERSITY OF TEXAS MEDICAL BRANCH AT GALVESTON ("UTMB"), ARE DESCRIBED IN SECTIONS 170(B)(1)(A)(V) AND 170(C)(1) OF THE INTERNAL REVENUE CODE. PART IV, SECTION D, LINE 2 - EXPLANATION OF WORKING RELATIONSHIP LEADERS FROM THE ORGANIZATION AND UTMB MEET ON A REGULAR BASIS TO DISCUSS UTMB'S ONGOING PROJECTS AND NEEDS. UTMB'S PRESIDENT REGULARLY ATTENDS THE ORGANIZATION'S BOARD OF DIRECTORS' MEETINGS, AS WELL AS MEETS FREQUENTLY WITH THE ORGANIZATION'S BOARD OF DIRECTORS' PRESIDENT. THE ORGANIZATION'S EXECUTIVE DIRECTOR MEETS OR SPEAKS WITH UTMB'S EXECUTIVE LEADERSHIP AT LEAST MONTHLY IF NOT MORE OFTEN. IN FACT, THE ORGANIZATION'S ASSISTANT SECRETARY AND SECOND IN COMMAND SPENDS A SIGNIFICANT AMOUNT OF TIME EACH MONTH WORKING DIRECTLY ON UTMB MATTERS. FURTHER, MEMBERS OF THE ORGANIZATION'S STAFF FREQUENTLY MEET OR SPEAK WITH OTHER UTMB LEADERS AND/OR STAFF EACH WEEK ON A VARIETY OF MATTERS THAT ARE IMPORTANT TO UTMB, INCLUDING, BUT NOT LIMITED TO PATIENT ACCESS TO DOCTORS, IMPLEMENTING NEW PROGRAMS, THE PROPERTIES THAT THE ORGANIZATION MANAGES FOR UTMB AND THE GRANTS THAT THE ORGANIZATION MAKES TO UTMB. THE ORGANIZATION AND UTMB HAVE MAINTAINED A CLOSE AND CONTINUOUS WORKING RELATIONSHIP FOR OVER 100 YEARS, WHICH ALLOWS THE ORGANIZATION TO BE RESPONSIVE TO UTMB'S NEEDS AND REQUESTS. PART IV, SECTION D, LINE 3 THE ORGANIZATION'S INVESTMENT DECISIONS ARE INFLUENCED BY THE GRANT REQUESTS IT RECEIVES FROM UTMB. UTMB, A GOVERNMENTAL ENTITY, IS THE ONLY CHARITABLE ORGANIZATION OR SUPPORTED ORGANIZATION TO WHICH THE ORGANIZATION MAKES GRANTS. MANY OF THE GRANTS THE ORGANIZATION MAKES TO UTMB ARE FOR LARGE CAPITAL EXPENDITURES. LEADERS OF UTMB MEET WITH THE ORGANIZATION THROUGHOUT THE YEAR TO DISCUSS THE NEED FOR GRANTS AND THEIR TIMING WHICH ALLOWS THE ORGANIZATION TO MANAGE ITS INVESTMENTS BASED ON UTMB'S GRANT NEEDS. ALTHOUGH UTMB DID NOT DRAFT THE ORGANIZATION'S INVESTMENT POLICY, IT DOES HAVE A SIGNIFICANT VOICE IN THE TIMING OF GRANTS, DICTATING THE GRANTS' PAYMENT SCHEDULES, AND SELECTING WHICH UTMB DEPARTMENTS WILL RECEIVE GRANTS. PART IV, SECTION E, LINE 1C-HOW SUPPORTED GOVERNMENT ENTITY THE ORGANIZATION IS A SUPPORTING ORGANIZATION TO UTMB, A GOVERNMENTAL ENTITY. THE ORGANIZATION WAS FORMED IN 1922 AND SINCE THAT TIME HAS MAINTAINED A CLOSE, CONTINUING AND HISTORIC RELATIONSHIP WITH UTMB. THE ORGANIZATION HAS CONTRIBUTED MORE THAN $1 BILLION TO SUPPORT MEDICAL EDUCATION AND THE DELIVERY OF HEALTHCARE AT UTMB, INCLUDING FUNDING FOR THE CONSTRUCTION OF UTMB'S HOSPITALS, ITS BIO-SAFETY LAB, STATE-OF-THE-ART MEDICAL EQUIPMENT, INCREASED CLINICAL STAFFING FOR PATIENTS, A HEART AND VASCULAR CENTER AND FUNDING FOR MEDICAL RESEARCH, INCLUDING COVID-19. THE ORGANIZATION IS ALSO THE LARGEST, SINGLE ENTITY CONTRIBUTOR TO A UNIVERSITY OF TEXAS SYSTEM INSTITUTION. THE ORGANIZATION, TOGETHER WITH UTMB, HAS PROVIDED THE VISION AND STRATEGIC DIRECTION THAT ALLOWS UTMB TO SERVE GALVESTON, THE STATE OF TEXAS AND THE NATION AS A PREMIER HEALTH INSTITUTION. THE ORGANIZATION AND UTMB'S LEADERS MEET ON A REGULAR BASIS TO DISCUSS UTMB'S ONGOING PROJECTS AND NEEDS, AS WELL AS PROVIDING COUNSEL DURING CONSTRUCTION OF MANY OF THE PROJECTS BUILT FOR UTMB. AS PREVIOUSLY STATED,THE ORGANIZATION'S BOARD MEETS AND CONSIDERS UTMB'S NEEDS WHEN MAKING INVESTMENT DECISIONS. THE ORGANIZATION ENGAGES IN MANY CHARITABLE ACTIVITIES ON BEHALF OF UTMB. FOR EXAMPLE, THE ORGANIZATION OWNS PROPERTY AND BUILDINGS THAT UTMB USES FOR ITS CHARITABLE AND EDUCATIONAL MISSION. THE ORGANIZATION OWNS, MAINTAINS AND MANAGES SEVERAL OF THESE PROPERTIES AND WORKS WITH UTMB TO ENSURE THAT THE UPKEEP OF THESE PROPERTIES MEETS UTMB'S EXPECTATIONS. FOR INSTANCE, THE ORGANIZATION PROVIDES THREE PATIENT CARE FACILITIES AT NO COST, INCLUDING INSURANCE COVERAGE AND MAINTENANCE FOR THE EXTERIOR ENVELOPE (WINDOWS, ROOFS, ETC.)/GROUNDS OF THE PROPERTIES AND MAJOR COMPONENTS SUCH AS EXTERIOR CLIMATE CONTROL EQUIPMENT. THESE PROPERTIES INCLUDE THE PRIMARY CARE PAVILION, R. WAVERLEY SMITH PAVILION, UTMB OPHTHALMOLOGY/OTOLARYNGOLOGY CENTER OF EXCELLENCE. ADDITIONAL PROPERTIES OWNED BY THE ORGANIZATION AND USED BY UTMB INCLUDE THE EWING HALL RESEARCH BUILDING AND THE DIABETES FOOD PANTRY FACILITY. THE ORGANIZATION ALSO PROVIDES, AT NO COST TO UTMB, FACILITIES ON CAMPUS FOR PARKING, INCLUDING A PARKING GARAGE AND PARKING LOT. THE UTMB ACCOUNTING OFFICES, LOCATED IN A BUILDING OWNED BY THE ORGANIZATION, ARE ALSO MAINTAINED BY THE ORGANIZATION AT NO EXPENSE TO UTMB. DURING 2023, THE LEADERSHIP OF THE ORGANIZATION AND UTMB MET NUMEROUS TIMES TO DISCUSS PROGRAMS AND FACILITIES. THE ORGANIZATION'S LEADERS AND UTMB'S LEADERSHIP COLLABORATED ON THE ESTABLISHMENT OF A $9 MILLION DIAGNOSTIC CENTER TO IDENTIFY PATIENT ILLNESSES AND TREATMENTS. TO EDUCATE AND TREAT INDIVIDUALS USING FENTANYL, THE ORGANIZATION PARTNERED WITH UTMB TO IMPLEMENT THE G-SAFE PROGRAM, WHICH REDUCED THE NUMBER OF OVERDOSE PATIENTS IN THE EMERGENCY ROOM, FREEING IT UP FOR OTHER CRITICAL PATIENTS. THE ORGANIZATION ALSO WORKED WITH UTMB TO EXPAND THE HOSPITAL'S MOTHER/BABY SERVICES AT UTMB THROUGH AN $11 MILLION GRANT TO BUILD OUT A FLOOR OF THE JOHN SEALY HOSPITAL. THE ORGANIZATION BEGAN BUILD OUT OF A FACILITY TO HOUSE HIGH-RISK MOTHERS-TO-BE, AS THEY PREPARE FOR DELIVERY, WHICH WILL OPEN IN 2024. DURING 2023, THE ORGANIZATION PROVIDED UTMB WITH OVER $22.5 MILLION IN FUNDING FOR HEALTHCARE, MEDICAL EDUCATION AND RESEARCH. 0 60000 60000 22568304 22628304 1000000 250000 0 0 1000000 1000000 1000000 1000000 4000000 6000000 10000 60000 70000 250000 250000 250000 250000 1000000 1500000 8504593 8504593 642987 632987 10000 8514593 MANAGED INVESTMENT ACCOUNTS 354055852 F INTERNALLY MANAGED EQUITIES 160154754 F 514210606 DUE TO MAGNOLIA HOLDING CO. 2423374 2423374 410369508 284303111 284303111 126066397 4781091 4781091 130847488 25282511 0 25282511 4781091 4781091 30063602 1 1 0 PART I, LINE 2: THE ORGANIZATION MAINTAINS RECORDS OF THE GRANTS IT AWARDS TO UTMB AND MONITORS SUCH GRANTS BY (1) REQUIRING UTMB TO SIGN A WRITTEN GRANT AGREEMENT FOR MONETARY AWARDS; (2) CONDUCTING FIELD INVESTIGATIONS OF HOW UTMB WILL, AND DOES, USE THE GIFT; (3) MEETING WITH UTMB OFFICERS AND PERSONNEL WHO WILL OVERSEE THE GRANT; AND (4) REQUESTING UTMB TO PROVIDE PROGRESS REPORTS, INCLUDING AMOUNT OF FUNDS EXPENDED ON THE PROJECT AS DRAWS ON THE GRANT ARE REQUESTED. BECAUSE THE ORGANIZATION AND UTMB HAVE A HISTORICALLY CLOSE WORKING RELATIONSHIP, THE ORGANIZATION CAN MAKE SURE THAT IT IS RESPONSIVE TO UTMB WHILE GUARANTEEING THAT GRANTS TO UTMB ARE USED CONSISTENTLY WITH ITS CHARITABLE PURPOSES. SCHEDULE I, PART II, GRANTS TO DOMESTIC ORGANIZATIONS AND DOMESTIC GOVERNMENTS NAME AND ADDRESS OF ORGANIZATION JOHN SEALY HOSPITAL/UTMB 301 UNIVERSITY BOULEVARD GALVESTON, TX 77555-0129 EIN: 74-6000949 AMOUNT OF GRANT PURPOSE OF GRANT $ 9,000,000 GRANT FOR DIAGNOSTIC CENTER $ 1,000,000 GRANT FOR G-SAFE PROGRAM $ 11,000,000 GRANT FOR LEVEL 4 MOTHER/BABY BUILD OUT & INSTALLATION OF OBSTETRICS DEPARTMENT BEDS FOR JOHN SEALY HOSPITAL $ (1,500,000) RETURN OF GRANTED PROPERTY $ 1,129,752 AMORTIZATION OF DISCOUNTS ON LONG-TERM GRANTS $ 336,832 UTMB HUMAN RESOURCE PROGRAM EXPENSES $ 527,598 PRIMARY CARE PAVILION OPERATING EXPENSES $ 89,946 R. WAVERLEY SMITH PAVILION OPERATING EXPENSES $ 268,815 UTMB OPHTHALMOLOGY CLINIC OPERATING EXPENSES $ 35,146 WEST END CLINIC PROPERTY PLANNING EXPENSES $ 136,198 UTMB PARKING LOT & GARAGE $ 544,017 OTHER REAL ESTATE UTILIZED BY UTMB X X X X 0 0 0 0 0 0 0 0 0 DOUGLAS G ROGERS EXEC DIR/ SEC/TREAS 323429 0 0 0 72000 0 0 0 54059 0 449488 0 0 0 JAMES S JOBE ASST SEC/TREASURER 169834 0 0 0 0 0 0 0 32458 0 202292 0 0 0 FORM 990, PART VI, SECTION B, LINE 11B A COPY OF THE FOUNDATION'S FORM 990 IS FURNISHED TO THE BOARD OF DIRECTORS FOR REVIEW PRIOR TO BEING FILED. FORM 990, PART VI, SECTION B, LINE 12C THE CONFLICT OF INTEREST POLICY IS REVIEWED ANNUALLY DURING THE JANUARY BOARD OF DIRECTORS MEETING AND A WRITTEN ACKNOWLEDGEMENT IS COMPLETED BY EACH DIRECTOR. FORM 990, PART VI, SECTION B, LINE 15 ANNUALLY THE ORGANIZATION'S INDEPENDENT COMPENSATION COMMITTEE REVIEWS THE COMPENSATION OF THE EXECUTIVE DIRECTOR. THE COMMITTEE USES COMPARABLE DATA FROM VARIOUS NONPROFIT PUBLICATIONS, INCLUDING THE COUNCIL ON FOUNDATIONS SALARY AND BENEFIT REPORT, WHICH PROVIDES COMPENSATION DATA. IT ALSO USES OTHER NONPROFITS' FORMS 990. THE EXECUTIVE DIRECTOR DOES NOT PARTICIPATE IN THE CONVERSATIONS AND DISCUSSIONS ABOUT HIS OWN COMPENSATION. DETAILED MINUTES OF THE COMPENSATION COMMITTEE'S MEETINGS ARE MAINTAINED BY THE ORGANIZATION. ANNUALLY THE ORGANIZATION'S INDEPENDENT COMPENSATION COMMITTEE REVIEWS THE COMPENSATION OF THE OFFICERS. THE COMMITTEE USES COMPARABLE DATA FROM VARIOUS NONPROFIT PUBLICATIONS, INCLUDING THE COUNCIL ON FOUNDATIONS SALARY AND BENEFIT REPORT, WHICH PROVIDES COMPENSATION DATA. IT ALSO USES OTHER NONPROFITS' FORMS 990. OFFICERS DO NOT PARTICIPATE IN THE CONVERSATIONS AND DISCUSSIONS ABOUT THEIR OWN COMPENSATION. DETAILED MINUTES OF THE COMPENSATION COMMITTEE'S MEETINGS ARE MAINTAINED BY THE ORGANIZATION. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND AUDIT REPORT AVAILABLE TO ITS SUPPORTED ORGANIZATION, THE UNIVERSITY OF TEXAS MEDICAL BRANCH (UTMB). UPON REASONABLE WRITTEN REQUEST, THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE GENERAL PUBLIC. 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