Excelsior University

“Since the prior 990 was filed, significant changes have been made to the College Bylaws in three areas:1. Board Members can now fully participate in meetings via video conference and adoption of resolutions can now be completed via email. 2. Changes were made to the Audit Committee Function.a. No Audit Committee Member can simultaneously serve on the investment committee. b. Audit Committee Member responsibilities have been updated to more clearly explain that the audit committee is responsible for oversight of the College's internal controls. c. The Audit Committee is now solely responsible for selecting and retaining the College's independent auditors. Previously the entire Board voted on the auditor selection and/or retention. 3. The three year Board experience requirement before serving as chair, vice chair or treasurer, has been removed.”

“The Form 990 was prepared by the accounting services department at the College. The information within the return was obtained through input from several Officers of the College. Following internal preparation of the return, it was forwarded to the College's independent auditors to seek their input before forwarding to the Audit Committee of the Board of Trustees. The Audit Committee reviewed the final return in depth via teleconference with the Officers of the College and the accounting staff. Management at the College guided the Audit Committee through various schedules included in the filing noting the purpose of the schedule and identifying the origin and sources of the content contained within. All questions posed by the Committee were answered by the Management of the College as documented in the minutes to the meeting. The final return was made available for inspection and review to all Board Members before final filing with the IRS.”

“The College has had a written conflict of interest policy since June, 1998. This policy, as amended in 2014 consistent with the NYS Nonprofit Revitalization Act of 2013, is distributed annually to all Officers, Trustees, and key employees each October. Under the policy, all officers, trustees and key employees are required to complete an annual disclosure statement indicating conflicts of interest and any direct or indirect professional and/or business relationships with vendors with whom the College has a professional or business arrangement. Annually, the Audit Committee of the Board meets with General Counsel and Secretary to the Board to review all disclosures and to determine the existence and severity of any conflicts. If conflicts exist, the Chair of the Audit Committee informs the full Board for discussion/resolution. Should a conflict exist at the Board level, the affected member is recused from any discussion or vote related to the conflict of interest. Conflicts at levels below the Board are disclosed to the CEO, the VP of HR, and General Counsel to determine the impact of the conflict on the employees' ability to function in the affected role and take steps to resolve the conflict.”

“Financial records are retained in accordance with the College's standard record retention policy. In addition, grant awards, certain mortgage and contractual arrangement require additional retention timeframes. Other departments in the College such as the Registrar and Financial Aid offices retain student records as required under federal regulations and agencies guidelines.”

“Per the College bylaws, the Board is required to from time to time determine the compensation of the President, and approve the compensation of all other officers of the College, which should in all cases be reasonable and commensurate with the services performed by them. In 2010, a comprehensive independent study of the President's compensation was conducted by an external consultant. This study, commissioned under the direction of the Board of Trustees, looked at comparative data from a competitive pool determined by the external consultant. This study was the basis for the employment contract with the College President, which was approved by the Board of Trustees. This contract is subject to renewal, extension, or termination every four years by the Board of Trustees. Additionally, the compensation of the President is reviewed annually and any changes are approved by the Executive Committee of the Board of Trustees. Each year the President and the Board agree to annual goals and the President provides monthly reports on the progress toward these goals. His achievements are the basis for an annual performance review conducted by the Executive Committee of the Board. All Board discussions are documented in the Board of Trustee meeting minutes. The President's compensation is, in part, derived from the terms of his contract. The 2014 Executive Compensation study completed by a consultant, discussed in detail below, looked at other college presidents in our list of 22 peer institutions as a comparison. The consultant used the College's most recent year IRS Form 990 and then 'aged' the amounts using industry accepted standards. Any increase of compensation for the President is reviewed by an independent consultant to ensure the resulting compensation is reasonable and compliant with Intermediate Sanctions guidelines according to Treasury Final Regulations Section 53.4958-1. The Office of Human Resources establishes compensation within various grade levels at the College based on several factors such as the current local job market and hiring rate in our area, the demographics of the region including the degree of difficulty and competition in acquiring the particular talent. In addition, a compensation study was performed in 2014 by an external consultant that compared duties, responsibilities, and compensation for all job titles of the college. The study gathered data at the national level as well as industry-specific data and job market information for our region of the country. Salaries within the organization were comparable against this data. In 2014, at the direction of the Board of Trustees, the Office of Human Resources completed an executive compensation survey through a consultant. The study assessed eleven positions and made comparisons to comparable staff positions at 22 similarly situated institutions. The study had two objectives: 1.Determine if current pay levels are commensurate with peer roles at peer institutions, and 2. Ensure that compensation is in line with Section 4958 of the Internal Revenue Code. The results of the survey suggested that the College is in line with respect to Section 4958 of the Internal Revenue Code.”

“Governing documents, the conflict of interest policy and the financial statements are available upon request in hard copy and electronic (.pdf) form.”

“During the 2015 tax year the Audit Committee of the Board of Trustees was given sole authority to choose the independent auditor. Previously the entire Board chose the independent auditor with consideration of the Audit Committee's recommendation.”