Massachusetts Higher Education Assistance Corporation

“The form 990 is prepared by cbiz tofias, our national tax services firm with information provided by the controller and chief financial officer. The form 990 is reviewed by the controller, vice president general counsel, senior vice president of finance/cfo, senior vice president/cao and president/ceo. The fully completed form 990 is then provided to the entire board of directors for review and approval before it is electronically submitted to the internal revenue service.”

“All officers, board members and key employees shall annually sign a statement which affirms that the person; has received a copy of the conflicts of interest policy, has read and understands the policy, and has agreed to comply with the policy. In addition, each director, principal officer and member of a committee with board-designed powers shall list his or her business affiliations, including memberships on boards of other non-profit institutions, and shall also disclose any business relationships that members of his or her family have or are seeking with american student assistance. He or she shall also update the statement as appropriate during the year.”

“Compensation reviews for the top management officials (president/ceo, senior vice president/coo, and senior vice president/cfo) and members of senior management staff are conducted annually in the september timeframe by the compensation committee of the board of directors. Senior management staff consists of all vice presidents of the organization. Annually, an in-depth market benchmarking study is compiled for each senior staff position, including the ceo, cao, coo, and cfo, utilizing published, independent, third-party compensation surveys to compare current base salaries and total compensation with the same or similar positions in the boston geographic area, in similar-sized organizations, primarily in the financial services, education and not-for-profit sectors. On a periodic basis, the human resources department also examines form 990 data from similar organizations and also obtains a separate compensation analysis with comparative market data from an independent compensation consultant. This comparability data is synthesized into a detailed report with the market ranges and each incumbent's position in the range and includes comparative base salary and total compensation market data. This report is presented to the president/ceo and the cao who consider the data and make decisions regarding individual senior management merit salary increases. The ceo presents the full report along with their performance review and salary recommendations to the members of the compensation committee comprised of independent board members. The compensation committee discusses the ceo's decisions for senior management staff. The ceo also reviews and makes a merit salary increase recommendation for the coo, cao, and cfo which is also presented to the compensation committee for their review and approval. The full board of directors uses the comparative data to review and establish the compensation of the president/ceo. Any annual incentive bonus plans, though discretionary, are also approved in advance by the compensation committee and any payouts are determined by the compensation committee based on the results of previously established goals and criteria, overall company performance, comparison to market data, and subject to an annual cap. The deliberations and decisions of the compensation committee are recorded contemporaneously in the meeting minutes which are recorded and preserved by the special assistant to the president, along with the analysis data. Key employees are not included in the above-described compensation approval process. They are included in the overall process which includes employees under their management.”

“The governing documents, conflict of interest policy and financial statements are available upon request.”

“Pension plan fas 158 loss -12,751,173.”