Northeastern University

“Members of the Corporation have the responsibility of electing members of the Corporation and the Board of Trustees. THE CHAIRMAN OF THE BOARD OF TRUSTEES HAS THE AUTHORITY TO APPOINT ONE EMERITUS/MEMBER ON AN ANNUAL BASIS TO SERVE AS A VOTING TRUSTEE.”

“The University's Form 990 review process is a collaborative effort. The core Form 990 and related schedules were reviewed by four committees of the Board of Trustees, senior management, an independent compensation consultant and a paid tax preparer. All feedback from the above parties was incorporated in the form. The Form 990 as filed is provided to the full board prior to filing with the IRS.”

“Annually, the university's compliance department, reporting to senior vice president and general counsel, electronically distributes the northeastern university conflict of interest and commitment disclosure form to faculty and staff. The completed forms are reviewed by the compliance department and relevant college and administrative management. Follow up for clarification is carried out where necessary and the appropriate unit dean, vice-president or director is responsible for reviewing the identified conflicts and resolving those conflicts appropriately. Both the faculty and staff conflict of interest and commitment policies are on the university's website. A parallel process is carried out annually by the office of the board of trustees, reporting to the senior vice president for university advancement, for the university's senior leadership and board of trustees. The policy requires that all trustees, officers and other governing board members who serve on standing committees are required to adhere to a policy which requires disclosure in advance of any conflict; non-participation in decisions regarding the potential conflict; and an annual reporting of any conflicts for personal or third party involvement. The final disclosure forms are reviewed by a subcommittee of the board's trusteeship committee and any conflicts that require resolution are brought to the attention of the chair of the board and university management for resolution.”

“Northeastern university follows a carefully defined process for reviewing senior executive compensation levels. The positions included in this process during 2014 are the president, provost and senior vice president for academic affairs, senior vice president for university advancement, senior vice president and ceo for nu global network, senior vice president and chief operating officer, senior vice president for finance and treasurer, senior vice president for external affairs, and senior vice president & general counsel. Other positions including, but not limited to, deans may be included each year. This process embraces the best practices utilized in the higher education industry. In 2014, a competitive pay assessment was conducted by a third party independent compensation consulting firm, using multiple market references, including surveys representing similar universities and other relevant labor markets (as applicable for certain positions). The assessment is based on peer references that reflect other universities of similar size and prominence with which northeastern competes for executive talent. The independent consultant also provided additional proprietary compensation market data and an assessment of the reasonableness of the data. The compensation committee consists of the chairman of the board of trustees, also serving as the chair, along with five other independent trustee members. This committee has continued to engage towers watson as its independent compensation consultant, with the expectation that its processes and procedures would continue to evolve to reflect emerging best practices. The competitive pay assessment and independent consultant review were provided to the president for his use in making salary and bonus recommendations to the compensation committee of the board of trustees for the positions included in the process, excluding his own. The president's recommendations to the compensation committee take into consideration the market information, as well as the results of a formal annual performance assessment process based on pre-determined goals and objectives. The compensation committee reviewed the competitive information and the results of the performance assessment process presented by the president, discussed potential changes, and voted to approve the final recommendations, which were then presented to the full board of trustees. The board also voted to approve the recommendations. These discussions and resulting approvals are documented in the minutes of each meeting. In determining the president's compensation, the independent consultant provided the results of the market pay assessment for the president directly to the committee. The committee also conducted a formal performance assessment of the president, utilizing pre-determined goals and objectives. The committee then discussed potential changes to the president's compensation based on the market data and the results of the performance assessment, and presented its recommendations to the full board of trustees for their approval. The board voted to approve the recommendations. These discussions and resulting approvals are documented in the minutes of each meeting.”

“Original hard copy Financial Statements and Governing documents are available upon request. The Conflict of interest policy and the annual financial statements are available via the internet at www.NEU.EDU. FORM 990, PART VII, COLUMN (A) ALLEN SOYSTER, PROFESSOR, IS LISTED AS "FORMER" DUE TO PREVIOUSLY SERVING AS INTERIM DEAN. STEVEN ZOLOTH, PROFESSOR, IS LISTED AS "FORMER" DUE TO PREVIOUSLY SERVING AS DEAN - BOUVE' COLLEGE. DAVID LUZZI, PROFESSOR AND EXECUTIVE DIRECTOR, STRATEGIC SECURITY INITIATIVE MECHANICAL AND INDUSTRIAL ENGINEERING, IS LISTED AS "FORMER" DUE TO PREVIOUSLY SERVING AS DEAN - ENGINEERING. HARRY LANE, PROFESSOR, IS LISTED AS "FORMER" DUE TO PREVIOUSLY SERVING AS ACTING DEAN. JOHN H MCCARTHY, SENIOR ADVISOR TO THE PRESIDENT, IS LISTED AS "FORMER" DUE TO PREVIOUSLY SERVING AS SENIOR VICE PRESIDENT FOR ADMINISTRATION AND FINANCE.”

“40 hours constitutes a full-time equivalent employee at Northeastern University.”

“Form 990, Parts I and III, line 1 To educate students for a life of fulfillment and accomplishment. To create and translate knowledge to meet global and societal needs. This mission inspires members of the University community in whatever they do - as students and scholars, as teachers and researchers, as mentors, as administrators, and as leaders. Northeastern's commitment to this mission is focused in three areas of distinction where the university can have the greatest effect on the lives of students and the wider world: experiential learning, use-inspired research, and global impact. By concentrating its energy in these areas, Northeastern is best positioned to set priorities, make decisions, and focus resources that allow the institution to achieve its goals as a leader in higher education. Form 990, Part III, Line 4d Other program services consist of: Research, academic support, student services, and other student aid. Form 990, Part VI, Line 1a PURSUANT TO THE BYLAWS, THE EXECUTIVE COMMITTEE OF THE BOARD OF TRUSTEES IS AUTHORIZED TO ACT WITH THE FULL AUTHORITY OF THE BOARD OF TRUSTEES IN THE MONTHS IN WHICH THE FULL BOARD DOES NOT MEET. All members of the Board of Trustees who are not appointed to serve on the Executive Committee shall be authorized to serve as alternates to the Executive Committee with full voting authority. The Secretary shall be authorized to select an alternate whenever a member notifies the Secretary of his or her inability to attend any regular or special meeting of the Executive Committee. A majority of the members of the Executive Committee, including any alternate(s), shall constitute a quorum for any meeting of the Executive Committee. Form 990, Part VI, Line 2 Edward G. Galante Alan S. McKim Business Relationship”

“Swap adjustment ($13,264,000)”