Northeastern University

“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 are authorized to serve as alternates to the Executive Committee with full voting authority. The Secretary is 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.”

“Edward G. Galante Marcy L. Reed Alan S. McKim BUSINESS RELATIONSHIP Francis N. Janis Richard A. D'Amore BUSINESS RELATIONSHIP”

“The university's form 990 review process is a collaborative effort. The core form 990 and related schedules were reviewed by the audit & risk committee 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 members of standing committees of the board 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 secretary reviews each disclosure and determines whether the disclosure represents a conflict that is sufficiently material that it should be brought to the attention of the conflicts of interest subcommittee. The conflicts of interest subcommittee determines whether any disclosed matter referred by the secretary is of such significance that it merits review by the board. The university may enter into an arrangement in which a covered person has a conflict if certain criteria are met, including the determination at the appropriate level that the arrangement is immaterial or that the arrangement is fair and reasonable to the university and in the university's best interest.”

“NORTHEASTERN UNIVERSITY FOLLOWS A CAREFULLY DEFINED PROCESS FOR REVIEWING SENIOR EXECUTIVE COMPENSATION LEVELS. DURING 2021, THIS PROCESS INCLUDED THE PRESIDENT AND ALL OFFICERS. 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 2021, 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 CHAIR OF THE BOARD OF TRUSTEES, ALSO SERVING AS THE CHAIR of this committee, ALONG WITH FOUR OTHER INDEPENDENT TRUSTEES. THIS COMMITTEE HAS CONTINUED TO ENGAGE WILLIS 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.northeastern.edu.”

“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 connection and engagement. 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.”

“Other program services consist of: Research, academic support, student services, and other student aid.”

“Swap adjustments $19,280,000 other non-operating changes ($742,330) inherent contribution $702,545,000 ---------------- total $721,082,670”