University of New Haven

“The bylaws provide for an executive committee that is delegated broad authority to act on behalf of the governing body in between board meetings. However, the Executive Committee shall not have the authority to make any of the following decisions: (i) the sale of the University's real estate that is being used for educational purposes; (ii) the hiring or firing of the President; and (iii) the various matters prohibited by the Act, at C.G.S. section 33-1101(e) (for example: the amending or repealing of the Bylaws, or the adoption of new Bylaws; the election of Board Members; or, the approval of a proposal to dissolve the University). The Executive Committee shall be comprised of the following Board Members: (i) the Board Chair and the Board Vice Chair; (ii) the Chair of each Standing Committee; and (iii) a maximum of two additional Board Members, as may be selected by the Board Chair. The President shall attend each Executive Committee Meeting (except its Executive Sessions); and he/she shall fully participate therein, but shall not have a vote nor shall be counted as part of the quorum.”

“A completed copy of the form 990 was made available to all board members via a secure web portal for review, comment and questions prior to submission to the internal revenue service.”

“The conflict of interest policy was created to comply with the connecticut revised non-stock corporation act and which meets the requirements of the internal revenue service. The policy identifies what constitutes a conflict of interest for a board member and what is required of a board member if a conflict were to arise. The underlying principles of the policy are aimed at ensuring that a full and timely disclosure is made by a board member regarding any conflict of interest that may occur. Board members with conflicts are not to be involved in any board deliberations or vote on the matter. In addition, if the transaction is to be approved at the university staff level, then, the board member shall have no involvement in the staff decision-making process. The procedures regarding the implementation of the conflicts policy contain three steps: (i) the required submission by each board member of the annual confirmation form which is signed and returned by each board member to the associate vice president for finance for his/her review; (ii) any conflicts would then be reported to the board; and (iii) the board chair would resolve, as may be necessary, any such conflicts. The scope of this policy covers current board members, and is reviewed and monitored with the submission of the annual confirmation form via the multi-step process described in this narrative.”

“There are two sequential steps taken each fiscal year at the university of new haven with regard to the decisions made by the board of governors in connection with the compensation awarded to the senior management officials at the university. The senior officers consist of: (i) the president; (ii) the provost; and (iii) the vice presidents. The first step involves a special committee of the board of governors, the compensation committee (the "committee"), which is comprised of five members: (i) the board chair and vice chair; and (ii) three other board members (including one board member who is a practicing connecticut attorney). The members of the committee are selected by the board chair; and the committee has been authorized by the board to act in its special capacity. The members of the committee are independent persons with no conflicts of interest, and who are thus able to conduct the compensation review at "arms' length". With regard to the university's 7/1/23-6/30/24 fiscal year, the committee conducted an in-depth review, and discussion, of four relevant matters. This review took place on august 15th, 2024. First, it reviewed the various elements of the compensation for each senior officer, including base salary, bonus incentives, standard erisa-qualified health and retirement plans, taxable allowances, and other benefits. Second, the committee reviewed appropriate compensation comparability data based on the geographic location, academic programs offered and the financial resources of other relevant universities. Third, the reasonableness of this compensation data was substantiated with benchmarking each senior officer's position with market norms. Fourth, and finally, the levels of responsibility and overall qualifications of each of the senior officers relative to market comparable positions, and also each senior officer's job performance, were also reviewed. (as is prudent, the committee's deliberations and decisions were documented by contemporaneously-prepared minutes by the committee member who is a practicing connecticut attorney.) the second and final step in the compensation annual review and approval process commenced with the committee's presentation of its annual report and recommendations at a meeting of the board of governors on october 4, 2024 with regard to: (i) the data that the committee reviewed; and (ii) its compensation recommendations to the board. (in this context, all members of the board are independent persons with no conflicts of interest, and who are thus able to conduct the compensation review at "arms' length.") the board then discussed the data gathered from the committee and also the committee's recommendations. Thereupon, a resolution was adopted by a majority of the board in its ratification / approval of the particular compensation amounts to be awarded to each of the senior officers. (as is prudent, the board's deliberations and decisions were documented by contemporaneously-prepared minutes by a board member who is a practicing connecticut attorney). In addition, compensation for other senior employees is calculated in a similar fashion as provided above but does not require committee or board review or approval. Therefore, the university of new haven has concluded that its procedures for determining the compensation of its senior management officials, and all other officers and key employees of the university, meet the requirements of the rebuttable presumption of reasonableness.”

“See note for part vi, section b, line 15a”

“The university allows access to important documents of public interest through the university's web site. The university's tax return (form 990) and audited financial statements are made available for public inspection.”

“- Total Revenue: 948176, Related or Exempt Function Revenue: 948176, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ;”

“Unrealized gains on investments held in trust by others - 93945; Prior year gift adjustment - -1360353;”