The Trustees of Princeton University

“Peter C. Wendell and Sumir Chadha - Business relationship, Amy E. Alving and Kimberly H. Johnson - Business relationship”

“The following significant changes were made to the organization's charter effective september 28, 2019. 1. The trustee oath provision is updated. 2. The quorum requirement is changed to one-third of the total number of trustees (previously 9 trustees). 3. Notice of meetings may be given by the secretary of the university under the direction of the clerk of the board. 4. The order of board members who preside at board meetings is updated. 5. The election of the board chair and vice chair is clarified. The following significant changes were made to the organization's bylaws effective september 28, 2019. 1. Charter trustees are now elected by the board to serve for terms of 6 years (previously 8 years) and are eligible for re-election to one additional, contiguous 2-year term to begin immediately after the 6-year term. Otherwise, the bylaws clarify that all categories of trustees are eligible for re-election to the board after a 1-year hiatus. 2. The quorum requirement is changed to one-third of the total number of trustees (previously 9 trustees). 3. The order of board members who preside at board meetings is updated. 4. The president's authority to extend indemnification to employees, agents, and others who are not trustees or officers, in accordance with other bylaws terms, is codified. 5. The committees on diversity and inclusion, board development, and compensation are listed as standing committees of the board. 6. Each of the committees on honorary degrees, board development, and compensation may provide reports to the board on certain actions in lieu of presenting meeting minutes on those actions. 7. The chairs of the alumni affairs and public affairs committees are added as members of the executive committee. 8. The responsibilities of the committee on finance are clarified by including authority to create entities that further the university's educational and charitable mission. 9. Oversight by the committee on grounds and buildings expressly includes stewardship of the physical campus. 10. Oversight by the committee on audit and compliance expressly includes the university's enterprise risk management program. 11. The bylaws clarify that trustees are the only voting members of committees, except for the investment subcommittee to the finance committee (called the princeton university investment company), which may include non-trustees with investment-related expertise as voting members. 12. The responsibilities of the committee on diversity and inclusion include ongoing and active attention to issues related to diversity and inclusion by monitoring progress in those areas on a regular basis and bringing issues to the board for consideration as needed. The committee is chaired by the vice chair of the board and also includes the chair and clerk of the board; the chairs of the committees on academic affairs and student life, health, and athletics; and three other trustees appointed by the board. 13. The qualifications for serving on the committee on compensation are conformed to the university's policy on compensation for designated individuals. The committee on board development (previously the executive committee) appoints alternative or additional members to the committee on compensation. 14. The committee on finance (previously the executive committee) nominates members of the investment subcommittee to the finance committee (called the princeton university investment company). 15. The chief legal officer of the university (previously the secretary) is one of two officers, the other being the president, who may recommend to the board the denial or withdrawal of indemnification. The following significant changes were made to the organization's bylaws effective may 21, 2020. 1. Amendments clarify that all meetings of the board and its committees may be conducted by virtual means and board and committee members may participate in any meeting by virtual means. The following significant changes were made to the organizatio”

“The princeton university board of trustees consists of 40 members. Thirteen members are alumni trustees who are elected by the alumni members of the university and serve four-year terms. Four alumni trustees are elected by the junior and senior classes and the two most recently graduated undergraduate classes. Nine of these alumni trustees are elected through an alumni-wide election overseen by the committee to nominate alumni trustees. Alumni trustees have the same rights and powers as other trustees.”

“The form 990 is prepared by the university's office of finance & treasury and is reviewed by management. The schedule j compensation information is reviewed by the compensation committee and the entire form 990 is reviewed by the audit & compliance committee at a meeting prior to its filing with the irs. A draft copy of the form, along with supplementary information, is provided in electronic form to the committees in advance of the meetings, and the draft is revised subsequently, as necessary. The full board of trustees is provided access to the final draft form prior to the filing date, allowing sufficient time for review.”

“On an annual basis, all trustees are provided with a copy of the conflict of interest policy for trustees and a statement of compliance affirmation which they are required to sign and return to the office of the vice president and secretary. Where questions arise about potential conflicts of interest or the possible perception of such conflicts, the policy requires that those issues be brought to the chair of the trustee committee on compensation for resolution. On an annual basis, the vice president of human resources, the dean of the faculty, and the director of the princeton plasma physics laboratory ("pppl") are responsible for ensuring compliance with the university's conflict of interest policies by all employees hired through their respective units. All office heads, managers of departments, programs, centers, and institutes, and academic department chairs are reminded of their obligation to ensure compliance in their functional areas. All employees are required to review the conflict of interest policies, which are provided to them online, and to complete a disclosure form acknowledging that they have reviewed the policies and requiring that any conflicts or potential conflicts be disclosed. All disclosed conflicts are reviewed by the applicable office head, manager or department chair, and then brought to the respective vice president of human resources, the dean of the faculty, or the director of the pppl for further review and resolution. Conflict disclosure forms completed by officers are reviewed by the president of the university and by the compensation committee of the board of trustees; the president's disclosure form is reviewed by the compensation committee of the board of trustees, and disclosed conflicts, if any, are appropriately resolved.”

“The compensation committee of the board of trustees meets every spring to set the president's compensation. The compensation committee has an independent compensation consultant who provides all of the comparability data for the president's position. With this information, the committee then determines the president's compensation. The secretary to the committee takes notes during the meetings and writes the minutes reflecting the review, deliberation and decision processes.”

“The compensation committee of the board of trustees meets every spring to set compensation levels for certain corporate officers and to review the compensation of other officers and key employees. The human resources department provides the committee with market comparability data for the remaining officers and key employees. The committee discusses and reviews the recommended compensation of such individuals with the president. The secretary to the committee takes notes during the meetings and writes the minutes reflecting the review, deliberation and decision processes.”

“The conflict of interest policy and the financial statements are available to the public through princeton university's website.”

“Certain officers of the trustees of princeton university also serve on the boards of related organizations: stanley j. Seeger hellenic fund, forrestal investment corporation, princeton university press, and forrestal agricultural corporation. The average hours per week that these officers devote to the related organizations during the year is less than one hour a week or month.”

“(Expenses $ 253,869,000 including grants of $ 8,883,254)(Revenue $ 0) OTHER PROGRAM SERVICES - INCLUDES ACADEMIC SUPPORT ACTIVITIES SUCH AS ACADEMIC ADMINISTRATION, RESEARCH ADMINISTRATION, AND THE PRINCETON UNIVERSITY ART MUSEUM; STUDENT SERVICES SUCH AS ADMISSION, FINANCIAL AID, REGISTRAR, CAREER SERVICES, HEALTH SERVICES AND ATHLETICS; AND PUBLIC SERVICE.”

“INCLUDED IN LINE 27, Net Assets without donor restrictions, IS A NON-CONTROLLING INTEREST OF $188,379,000.”

“Net periodic benefit cost other than service cost - -15026000; other post-retirement benefit changes - -94842000;”

“The university provides the necessary institutional review and approval which is required prior to the awarding of grant funds outside the u.s. Grant awards are not authorized for projects that have not been properly approved by the university. The office of research and project administration (orpa) provides guidance on export controls, foreign travel voucher policies, approval verifications, foreign travel checklists, and federal aviation administration waiver checklists. Orpa completes the restricted party screening process for payments to foreign organizations and individuals. The university also maintains a travel registration database which informs users of potentially relevant export control laws and similar concerns when they register for travel to particular destinations. In order to monitor and ensure appropriate use of non-u.s. Grant funds, the university analyzes all project results and prepares financial reports that are reviewed at both the program and central office levels.”