Stony Brook Foundation Inc.

“Delegation of authority 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, to amend, repeal or adopt new foundation bylaws, to elect or remove any officer or trustee, to approve any plan of merger or dissolution, to authorize the sale, lease, exchange or other disposition of all or substantially all of the assets of the foundation or to approve amendments to the foundation's certificate of incorporation. 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 obligated to report its activities and decisions at the next regularly-scheduled meeting of the full board. 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, and procurement or termination and overseeing the foundation's trustees and officers' insurance coverage. The audit committee is obligated to report its activities and decisions at the next regularly-scheduled meeting of the full board. 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 budget committee is obligated to report its activities and decisions at the next regularly-scheduled meeting of the full board. 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 investment committee is obligated to report its activities and decisions at the next regularly-scheduled meeting of the full board. The foundation's nominating committee provides assistance to the board as requested from time to time, including by establishing criteria for the selection of new trustees and identifying individuals qualified to become trustees, and will also carry out any other responsibilities and duties delegated to it by the board from time to time. The nominating committee is obligated to report its activities and decisions at the next regularly-scheduled meeting of the full board.”

“Family or business relationships dr. Chhabra and dr. Simons have a business relationship. Dr. Laufer and dr. Simons have a business relationship. Dr. Coller and dr. Simons share a business relationship. Dr. Stephen della pietra and dr. Vincent della pietra have a family relationship.”

“Contemporaneous documentation the foundation adopted policies pursuant to which the board and all committees of the board (except the executive committee) will contemporaneously document in minutes the meetings held (other than in executive session) and written actions undertaken.”

“Organization's process used to review form 990 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.”

“Enforcement of conflict of interest policy pursuant to the foundation's bylaws (article iv, section 11), all trustees, officers and key persons are required to complete an annual conflict of interest certification. 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 are reviewed by the chair of the audit committee. 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 executive director of the foundation, who will report the matter to the chair of the audit committee. Board discussions pertaining to the conflict (and its resolution) are documented in the board minutes.”

“Line 15a: process for determining compensation the compensation paid to the foundation's 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-2's. Line 15b: process for determining compensation the compensation paid to the foundation's other officers (coo, cfo and cio) is recommended by the foundation's 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.”

“Availability of documents to the public 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.”

“Compensation 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. Dr. Maurie mcinnis, 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 the individual's annual conflict of interest disclosure that is shared with the foundation's board of directors to ensure absolute transparency. Dr. Mcinnis's compensation, as reported on the form 990, part vii, represents the amount paid by the foundation; to the extent dr. Mcinnis is compensated by suny, it is not disclosed on this form 990 as suny is not a related party and the services for which she was compensated were not rendered to the foundation. Finally, it should be noted that dr. Mcinnis is directly involved in fundraising on the foundation's behalf, however, the compensation reported on the form 990 is not specifically tied to those fundraising efforts. Cfo & coo kacy bullard and cio, david 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. In addition, the former cfo & coo, jason hsueh's compensation was, likewise, paid by the foundation. Highly compensated employees, kathleen le viness, deborah lowen-klein, tara stenzel-fleming, and danielle holton, likewise, receive their compensation from an unrelated third party tax-exempt organization. There is a salary cap for state university employee: ms. Gomes. 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.”

“Amounts reported on line 15 salaries, other compensation, and employee benefits are comprised of support for campus programs, administrative offices and fundraising offices. For fiscal year 2023, the total support of $12,935,325 includes $6,800,687 related to campus programs, $3,197,054 related to administrative offices and $2,937,584 related to fundraising offices.”

“Organization's mission continued the purposes of the foundation are as follows: a. To assist in developing and increasing the resources of the state university of new york at stony brook ("stony brook university") in order to provide more extensive educational opportunities and services by making and encouraging gifts, grants, contributions and donations of real and personal property to or for the benefit of stony brook university. B. To receive, hold, administer and dispose of gifts and grants, and to act without profit as trustee of educational or charitable trusts of benefit to and in keeping with the educational purposes and objectives of stony brook university. C. To finance the conduct of studies and research of any and all fields of intellectual inquiry of benefit to and in keeping with the educational purposes and objectives of stony brook university and/or its constituent schools, and to enter into contractual relationships appropriate to the purposes of the foundation. D. To grant and/or administer scholarships and fellowships and to engage in experimental education activities and research projects.”

“In 2022, new york city ("nyc") allocated certain funds to create the exchange for the purpose of transforming governors island into a 400,000 square foot campus dedicated to developing solutions for climate change. Nyc selected stony brook university to lead and help develop the exchange into a leading research, education and jobs hub. The foundation has entered into the new york climate exchange consortium, along with stony brook university, and other universities and organizations, to help raise and steward additional funds for the exchange. The foundation does not control the exchange, nor does it have an economic interest, and therefore the exchange is not consolidated into accompanying financials. The foundation acts as an agent for any funds it raises on behalf of the exchange and therefore it has not recorded any contribution revenue in association with funds received on behalf of the exchange and the nature of this agency relationship is described further in the narrative accompanying form 990, schedule d, part iv.”