Stony Brook Foundation Inc.

“FORM 990, PART I, LINE 15 Salaries, other compensation, AND employee benefits are comprised of support for campus programs, administrative offices and fundraising offices. For fiscal year 2017, the total support of $9,633,789 includes $5,547,757 related to campus programs, $2,396,155 related to administrative offices and $1,689,877 related to fundraising offices. Other Program Services Form 990, Part III, line 4d ORGANIZED Research Stony Brook Foundation provided support to SUNY Stony Brook in its efforts to maintain their reputation as a public research university that thrives on the forefront of discovery. As such, Stony Brook Foundation provides funding to support various areas of research including: cancer research (Stony Brook Cancer Center), Parkinson disease research (The Thomas Hartman Center for Parkinson's Research), environmental and sustainability research (Shinnecock Bay Restoration Program), chemical biology research, mercury exposure through the consumption of marine fish, research in New Conjugated Materials and many other various research efforts. Public Serv., Admin. Supp. & Student Support Stony Brook Foundation also aids in SUNY Stony Brooks 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. Delegation of AUTHORITY Form 990, part VI, section A, line 1 The following committees of the Foundation's Board of Trustees have been delegated authority by the Board of Trustees. The Foundation's executive committee has all the power and authority of the Foundation'S Board ("Board") when the Board is not in session, except for the authority to fill vacancies on the board or any board committee, fix, if any, compensation for board trustees (none is presently paid) 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 FROM the Board from time to time. The executive committee is obliged to notify the full board in a responsible time frame in reference to the aforementioned. 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 trusteesofficers' insurance coverage. THE AUDIT 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 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 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 selection, 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. Family or Business Relationships Form 990, Part VI, Section A, line 2 Dr. chhabra and Dr. Simons have a Business relationship. Dr. laufer and Dr. Simons have a Business relationship. Dr. Lourie and Dr. Simons sha”

“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.”

“Form 990, Part VI, section B, Line 11 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.”

“Form 990, Part VI, Section B, Line 12c 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 Executive Director 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.”

“Form 990, Part VI, Section B, Lines 15A The compensation paid to the Foundations 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 APPROVE A REQUEST FROM THE UNIVERSITY TO PROVIDE additional compensation in an effort to attract talent and pay these individuals at a market rate rendering services to the Foundation. SUCH ADDITIONAL COMPENSATION IS THEN APPROVED BY THE FOUNDATION BOARD. The compensation is memorialized in an employment contract noting that a portion of salary will come from Stony Brook Foundation and another portion from the University, causing certain employees to receive two W-2s. PROCESS FOR DETERMINING COMPENSATION Form 990, Part VI, Section B, Line 15B The compensation paid to the Foundations other officers (COO, CFO and CIO) is recommended by the Foundations Executive Director, and is reviewed by an unrelated third party tax-exempt organization to determine if compensation is appropriate and within the guidelines of industry standards. The approved compensation is then memorialized in an employment contract.”

“Form 990, Part VI, Line 19 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.”

“Form 990, Part VII 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. The funding to support State employee compensation is approved by the Foundations Board of Directors. Dr. Samuel Stanley, ex-efficio trustee, is a NY state university employee. In 2009, The Stony Brook Foundation was asked by the SUNY Chancellor and SUNY Board of Trustees to supplement the President's compensation. Consistent with its mission to help advance the mission of the University, the Stony Brook Foundation Board approved this expense and continues to provide annual salary support. This compensation arrangement is reported in his annual conflict of interest disclosure that is shared with the Foundations Board of Directors to ensure absolute transparency. Dr. Stanley's compensation, as reported on the Form 990, Part VII, represents the amount paid by the Foundation; to the extent Dr. Stanley is compensated by SUNY, it is not disclosed on this Form 990 as SUNY is not a related party and the services for which he was compensated were not rendered to the Foundation. Finally, it should be noted that Dr. Stanley is directly involved in fundraising on the Foundations behalf, however, the compensation reported on the Form 990 is not specifically tied to those fundraising efforts. CFO & COO, Jason Hsueh, and CIO, Daivd Marcus 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. There is a salary cap for state university EMPLOYEES: DR. PASTERNAK AND DR. SMALL. IN RESPONSE TO THE UNIVERSITY'S OCCASIONAL REQUEST, THE STONY BROOK FOUNDATION'S BOARD DOES REVIEW AND APPROVE FUNDS FOR ADDITIONAL COMPENSATION TO THE UNIVERSITY EMPLOYEES SO THAT THE UNIVERSITY CAN RECRUIT THE BEST PEOPLE FOR THE JOB. INDIVIDUAL EMPLOYEES' CONTRACTS OUTLINE THE PORTION OF THEIR SALARY THAT WILL COME FROM STONY BROOK FOUNDATION AND ANOTHER PORTION FROM THE UNIVERSITY, CAUSING CERTAIN EMPLOYEES TO RECEIVE TWO W-2'S. BENEFITS ARE PROVIDED BY THE STATE UNIVERSITY OF STONY BROOK.”