Institute of Electrical and Electronics Engineers Inc.

“IEEE has approximately 421,000 members in over 190 countries around the world.”

“The members of IEEE elect the directors of IEEE in accordance with the governing documents.”

“Amendments to the Constitution are subject to approval by the voting members of the organization. Voting members are those members of Member grade or above as defined in the bylaws. The Constitution was last amended in 2004.”

“Before the Form 990 is filed with the IRS it is reviewed by the Executive Director, Past President, Treasurer, Past Treasurer, if any, the Audit Committee Chair and the CFO/Asst. Treasurer. The return is then posted to a website accessible by the IEEE Board of Directors. Questions and comments from the Board are acted upon.”

“IEEE requires that officers and directors submit conflict of interest disclosure form which is reviewed for both positive and negative responses for potential conflict of interest. All IEEE employees are required to complete an annual training course and those with authority to make financial expenditures are required to submit a disclosure form. The result of an officer or director not completing a required conflict of interest disclosure form is removal from service on the committee or board.”

“The IEEE Board of Directors through its external legal counsel engaged a Compensation Consultant to provide the Board with consulting advice and market comparability data about executive compensation to enable the Board to establish a rebuttable presumption of reasonableness under Intermediate Sanctions Legislation, Section 4958. A committee of Independent Board members and non-board members, The IEEE Employee Benefits & Compensation Committee, is charged with evaluating the total compensation package of selected executives and Board members, called Disqualified Persons. The Consultant provided this committee with valid comparable market data from published sources for comparable positions from both tax-exempt and for-profit organizations. The assessment was conducted at the total rewards level and included all compensation components. External market comparisons were based on two primary sources of data: 1 Form 990 filings for a group of peer organizations identified by the Consultant based on various criteria and 2 Published surveys; scope cuts including industry, FTEs and revenue were selected that represented organizations comparable to IEEE. The following screening criteria were used to select comparable organizations: 1 NTEE code: general science institutions, Engineering and Technology Services, Professional Society and Research institutions; 2 Income and assets; 3 Employee Size. Once organizations were screened using that criteria, the following information was collected: A whether the organization has international presence, B whether they are a standard-setting organization; C whether they have a significant publishing activity; and 4 the extent of its focus on contract research. The Committee then reviewed individual and market data. The Committee then debated and documented its decisions about what is reasonable and its decision-making process for multiple disqualified persons. The Consultant then provided a presumption of reasonable compensation letter for the IEEE's files. Disqualified individuals include the following: 1. The IEEE Board of Directors 2. Executive Director and Chief Operating Officer, IEEE 3. Chief Financial Officer 4. Staff Executive, Corporate Activities 5. Staff Executive, Publications, terminated 8/14/15 6. Managing Director, Publications hired, 11/16/15 7. Chief Information Officer, hired 6/29/15 8. Chief Marketing Officer 9. Managing Director, Technical Activities 10. Managing Director, Membership & Geographic Activities 11. Managing Director, Standards Association 12. Managing Director, Educational Activities, retired 12/31/15 13. Managing Director, IEEE-USA 14. General Counsel and Chief Compliance Officer 15. Acting Chief Information Officer (till 6/28/15)/Senior Director, Business & Data Related Services 16. Senior Director, Global Sales & Customer Operations 17. Staff Executive, Human Resources 18. Senior Manager, Strategic Programs, family of disqualified person 19. Senior IEEE Xplore Manager, family of disqualified person, disqualification expired 5/14/15 20. IT Project Manager I until 6/7/15, Enterprise Release Mgmt Manager, eff 6/8/15, family of disqualified person, disqualification expired 5/14/15 21. Inside Sales Assistant, family of disqualified person”

“The IEEE Governing documents, conflict of interest policy and financial statements are available on the IEEE website and to the public upon request.”

“For each person listed in Column A who is an Officer/Director, the average hours per week is stated as 10; however, the actual hours per week vary between 10 and 40. For each person listed as a Director, the average hours per week is stated as 5; however, the actual hours per week vary between 5 and 20. For each person listed who is an employee, the average number of hours per week is stated as 40; however, the actual hours per week vary between 40 and 80.”