Yale University

“There are two ex-officio trustees, the governor of connecticut and the lieutenant governor of connecticut. Historically, these individuals do not participate in governance activities at the university and they are reported as independent.”

“During the fye 6/30/16, the yale corporation by-laws were amended to enhance administrative flexibility by moving from the by-laws to a corporation resolution specifications of the responsibilities of one officer. In addition, the by-laws were amended to modify the title of one officer and permit the designation of senior vice presidents.”

“The governing body includes six alumni trustees who are elected by the alumni.”

“The form 990 was reviewed by senior management. In addition, the university distributed a draft copy of form 990 to the corporation audit committee, comprised of four members of the university's governing body. Members of senior management met with certain university officers and the corporation audit committee to discuss the draft form 990 and answer any questions prior to filing.”

“The yale university conflict of interest policy obligates each officer, trustee, and key employee to promptly disclose any actual or potential conflict of interest as defined in the policy. Each such person must sign a statement annually affirming that he or she has received a copy of the conflict of interest policy, has read and understands the policy, agrees to comply with the policy, and understands that the corporation is charitable and in order to maintain its exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of his or her financial interest and be given the opportunity to disclose all material facts to the director and members of the committee with governing board delegated powers considering the proposed transaction or arrangement. After disclosure of a potential conflict of interest, the interested person is excused from the governing board or committee meeting while the determination of a conflict of interest is made, and is recused from participating in any vote on the matter.”

“The process for determining the compensation of the president included initial review by the committee on compensation (the compensation committee) of the yale corporation (yale university's governing board), a recommendation voted by the committee to the yale corporation, and full review and vote by the yale corporation. Both reviews included review of the compensation of similarly qualified individuals in comparable positions at other universities, as compiled by a professional compensation consultant retained by the compensation committee for the purpose, and review of information on such comparable positions from irs forms 990 for similar organizations; both reviews considered such data in light of the performance of the president, which was reviewed by the compensation committee and by the yale corporation. The proceedings of the compensation committee, and the proceedings of the yale corporation, each were documented in minutes of the respective body, contemporaneously adopted and retained in the records of the respective body, along with the data on comparable compensation that was relied upon. The process for determining compensation of the officers consisted of review by the compensation committee of the recommendations made by the president, considering the performance of each officer, and review of data on compensation of similarly qualified individuals in comparable positions at similar organizations, as collected by a professional compensation consultant through surveys; the compensation committee voted recommendations on compensation of such individuals to the yale corporation. The yale corporation received the recommendations of the compensation committee, and discussed these with the president, who reviewed the performance of each officer with the yale corporation, and also the comparable compensation information. The yale corporation then voted on the compensation of each officer. The proceedings of the compensation committee and of the corporation each were documented in minutes contemporaneously adopted and retained in the records of the respective body, along with the data on comparable compensation that was relied upon. Of the key employees, the compensation of the dean, school of medicine was recommended by the president to the compensation committee, and reviewed by that committee in conjunction with its review of the performance of the dean and consideration of data on the compensation of similarly qualified individuals in comparable positions at other institutions compiled by an independent compensation consultant. The compensation committee voted to approve the compensation, and contemporaneously documented its proceedings in minutes retained in its records along with the compensation data relied upon. With respect to the chief investment officer and senior director, investments, the compensation committee voted to approve the compensation after consideration of the recommendations of the president and of the following: review of the performance of each, investment performance of the yale endowment over designated periods, other performance-related information, and an analysis of the compensation of similarly qualified individuals in comparable positions at taxable and tax-exempt organizations prepared by an independent compensation consultant retained for the purpose. The compensation committee contemporaneously documented its proceedings in minutes retained in its records along with the compensation data relied upon. Except as noted above, compensation decisions for key employees were made by the employee's supervisor in accordance with university policies and procedures. No member of the yale corporation who had a conflict of interest with respect to a compensation arrangement described above (i.e., by virtue of a family or business relationship) participated in the compensation committee review or the vote of the yale corporation with respect to such compensation arrangement.”

“The university's governing documents, including any amendments, financial statements and standards of business conduct are available on the university's website or upon request.”

“Compensation and hours for a former key employee and two former officers relate to continuing service in non-key employee or non-officer positions. Form 990, part vii, section a, column (a): continuation of titles for each listed person: peter salovey: professor of psychology bruce d. Alexander: & campus development alexander e. Dreier: vp & general counsel effective 3/23/15 shauna r. King: vp for finance & business operations until 8/31/15; staff consultant to the president & provost effective 9/1/15 stephen c. Murphy: vp for finance & cfo effective 9/1/15; associate vp for finance prior to 9/1/15 eileen o'connor: vp for communications effective 1/1/16 benjamin polak: professor of economics; professor school of management scott a. Strobel: & program development; professor of molecular biophysics and biochemistry; professor of chemistry; howard hughes medical institute professor robert j. Alpern: professor of medicine (nephrology) khalid m. Abbed: associate professor of neurosurgery; director, minimally invasive spine surgery & spine tumor surgery masoud azodi: director, minimally invasive & robotic surgery; director of minimally invasive gynecologic surgery fellowship peter g. Schulam: professor, urology; director, yale cancer center (interim) linda k. Lorimer: senior counselor to the president and provost dorothy k. Robinson: senior counselor to the president michael j. Donoghue: & program development; professor of ecology & evolutionary biology; professor of forestry & environmental studies”

“The number of hours reported for each listed person is an estimate. The estimate for trustees includes meeting time and preparation, as well as attendance at certain official university functions during the year, but does not include travel time or attendance at other events as trustees. In many cases, the actual average hours per week for listed persons, other than trustees, exceeded 50 hours. Form 990, part vii, section b, column (c): the amount reported represents direct cash payments made during the calendar year 2015 to independent contractors for services. For construction services, the fees represent the entire contract cost. Form 990, part ix, line 24: other expenses include $1,971,526 of state unrelated business income tax.”

“Total number of volunteers: volunteers support and benefit the university in a wide variety of activities, programs, and services. While yale university does not track the number of its volunteers, the university estimates that the number of volunteers was approximately 8,300 during fye 6/30/16. Form 990, part iii, line 1: description of organization mission: yale is committed to improving the world today and for future generations through outstanding research and scholarship, education, preservation, and practice. Yale educates aspiring leaders worldwide who serve all sectors of society. We carry out this mission through the free exchange of ideas in an ethical, interdependent, and diverse community of faculty, staff, students, and alumni. Form 990, part iii, line 4a, program service accomplishments: in addition to the graduate school of arts and sciences, the university has professional schools including architecture, art, divinity, drama, engineering and applied science, forestry and environmental studies, law, management, medicine, music, nursing, and public health. Form 990, part iii, line 4c, program service accomplishments: in fy2016, 2,765 or 50%, of undergraduates received need-based scholarships or grants from yale sources of $45,016 on average. All of yale's graduate and professional schools provide financial aid to their students based on their individual policies and procedures. This category of expenditures also includes: the operation of dining halls that provided 2,772,890 meals to students, faculty and staff; maintenance of dormitories housing 4,643 undergraduates and 805 graduate and professional school students; operation and maintenance of athletic facilities for the 35 intercollegiate sports, over 30 intramural sports, and 50 club sports teams offered at yale. Also included are physical education instruction, parking facilities, laundry facilities, student centers, and other facilities and programs (including extracurricular activities and student health services) that provide support, services, and academic/cultural enrichment to the university's students. Form 990, part iii, line 4d other program services include academic support, public service, and other institutional support.”

“Change in funding status of defined benefit plans -393,574,000. Actuarial adjustments for split interest liability 9,196,231. Rounding 1,251.”

“Contributor no. 1 and 2: these contributions represent pledges. It is unknown at this time whether the pledges will be satisfied with cash or non-cash property.”