Stony Brook Foundation Inc.

“The following committees of the Foundation's Board of Trustees have been delegated authority by the Board of Trustess. The Foundation's executive committee has all the power and authority of the Foundation Board ("Board") when the Board is not in session, except for the authority to fill vacancies in the board or any board committee, fix compensation for board trustees including any board committees or to amend, repeal or adopt new foundation bylaws. The Executive committee will also carry out any other responsibilities and duties delegated to it by the Board from time to time. The foundation's audit committee is responsible for overseeing the foundation's accounting and financial reporting processes, administering the foundation's conflict of interest and whistleblower policies, reviewing compensation of all conflicts of interest, procurement or termination and overseeing the foundation's trustees and officers insurance coverage and will also carry out any other responsibilities and duties delegated to it by the board from time to time. THe Foundation's budget committee is responsible for the general supervision of the FOundation's financial affairs and annual budget and will also carry out any other responsibilities and duties delegated to it by the borad from time to time. The Foundation's governance committee develops, reviews and recommends to the board, foundation corporate governance principles and will also carry out any other responsibilities and duties delegated to it by the board from time to time. The foundation's investment committee is responsible for the supervision of the foundation's investments and any individuals or entities to which investment management responsibility is delegated, the review of compensation of foundation investment managers who are also trustees or officers of the foundation and will also carry out any other responsibilities and duties delegated to it by the board from time to time. The Foundation's nominating committee assists the Board by identifying individuals qualified to become trustees and selction, or recommending that the board select, the candidates for all trusteeships to be filled by the board and will also carry out any other responsibilities and duties delegated to it by the board from time to time. Form 990, part VI, section A, line 8b: The foundation adopted policies pursuant to which the board and all committees of the board will contemporaneously document in minutes the meetings held (other than in executive session) And written actions undertaken.”

“The form 990 was prepared by an independent accounting firm in conjunction with the organization's financial department. The form 990 is then forwarded to the executive committee for review, comment and final approval. The final version is circulated to the board of trustees.”

“Pursuant to the Foundation's bylaws (article IV, Section 11), all Board of Trustees Members, officers and key employees are required to complete an annual conflict of interest certification. The Internal Revenue Service requires that the Foundation disclose relationships among current and certain former members of the Board of Trustees, officers, certain employees, family members, certain independent contractors and entities in which these individuals have an ownership interest. The Annual Certification requires each Trustee, officer and key employee of the Foundation to disclose in writing the existence of any potential conflicts of interest, to certify compliance with the conflict of interest policy and to agree to abide by it. The signed Certifications shall be maintained by the COO of the Foundation. If an individual becomes aware that he or she may be involved in a potentially conflicted transaction, he or she will immediately disclose the existence and material facts of his or her interest in the conflicted transaction to the Audit Committee or the Board of Trustees, as applicable. Board discussions pertaining to the conflict (and its resolution) are documented in the Board Minutes.”

“The compensation paid to the Foundation's top management official (the Executive Director) is determined by an unrelated third party: the State of New York. The State has established compensation guidelines whereby compensation is capped at a specific level. The Foundation has no discretion to modify the compensation thresholds established by the State; however, the Foundation may provide additional compensation to individuals rendering services to the Foundation in an effort to attract talent and pay these individuals at a market rate. Compensation decisions made by the Foundation are approved by the Foundation's Board of Directors and memorialized in an employment contract. There is a salary cap for certain State University employees. SBF, as part of its mission to support the University, funds additional compensation to University employees so the University can recruit the best people for the job. It is stated in the employees' contract a portion of salary will come from SBF and another portion from the University, causing certain employees to receive 2 W-2's.”

“STONY BROOK FOUNDATION, INC. MAKES ITS FORM 990 AVAILABLE TO THE PUBLIC ON THE ORGANIZATION'S WEBSITE. The Form 990 is likewise published on the internet at www.guidestar.org. THE ORGANIZATION'S FINANCIAL STATEMENTS ARE MADE AVAILABLE ON THE ORGANIZATION'S WEBSITE. THE ORGANIZATION'S GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE NOT ORDINARILY AVAILABLE TO THE PUBLIC, BUT, IF REQUESTED, WILL BE PROVIDED AT MANAGEMENT'S DISCRETION.”

“In the interest of clarity, the Foundation is providing context on the compensation reported in both Part VII and Schedule J of the Form 990. The Foundation's Executive Director, Dexter Bailey, is a State University employee who undertakes two different job responsibilities: SENIOR VICE PRESIDENT FOR UNIVERSITY ADVANCEMENT at the State University of Stony Brook and as Executive Director of the foundation. Mr. Bailey's compensation reported on Part VII of the Form 990 represents compensation paid by the Foundation for services rendered by Mr. Bailey in his capacity as Executive Director and not for any services he renders to the State University of Stony Brook. BENEFITS NOT DISCLOSED ON SCHEDULE J ARE PROVIDED BY THE STATE UNIVERSITY OF STONY BROOK. Dr. Samuel Stanley, Ex-Officio Trustee, is a State University employee that participates in fundraising on behalf of the Foundation. Dr. Stanley's compensation reported on Part VII of the Form 990 represents amounts paid by the Foundation for his fundraising efforts. DR. STANLEY'S TOTAL COMPENSATION IS APPROVED BY THE SUNY CHANCELLOR. BENEFITS ARE PROVIDED BY THE STATE UNIVERSITY OF STONY BROOK. COO, Jason Hsueh, and CIO, Erin AbouZaid, spend 100% of their time engaged in activities that support the Foundation; however, their compensation is paid by an unrelated third party tax-exempt organization and not directly by the Foundation. Compensation paid by an unrelated organization for services rendered to the Foundation is required to be disclosed in Part VII, Column (d) as though it had been paid by the Foundation. Chief Financial Officer, Lyle Gomes, is a State University employee who occasionally renders service to the Foundation. His compensation reported on Part VII represents an allocation of his State compensation that is attributable to services rendered to the Foundation. Compensation paid by an unrelated organization for services rendered to the Foundation is required to be disclosed in Part VII, Column (d) as though it had been paid by the Foundation. There is a salary cap for certain state university employees: Dr. Assanis, Dr. Kaushansky, and Dr. Pasternak. SBF, as part of its mission to support the University, funds additional compensation to university employees so the university can recruit the best people for the job. It is stated in the employees' contract a portion of salary will come from SBF and another portion from the university, causing certain employees to receive 2 W-2s. BENEFITS ARE PROVIDED BY THE STATE UNIVERSITY OF STONY BROOK.”

“Stony Brook Foundation also aids in SUNY Stony Brook's firm commitment to providing a dedicated educational and social support system that enables all their students to thrive, by providing funding to improve student, administrative and public services across SUNY Stony Brook as well as funding for scholarships, fellowship and prize and awards.”