Ceres Inc.

“Ceres updated the board bylaws in october 2023 to reflect changes that had been adopted by the ceres board such as instituting term limits and designating the ceres board nominating committee to nominate the ceres board executive committee.”

“Our accounting and auditing firm sends the organization a questionnaire to fill out for preparing the form 990. This questionnaire is prepared and reviewed by the controller. Then, our accounting and auditing firm prepares the draft 990, with the information gathered in the questionnaire provided by the controller, and sends a draft to the organization. The contoller reviews this draft and emails to the full board for its review prior to its filing. Afterwards the 990 is filed.”

“The organization has a written conflict of interest policy. As part of the board training, when joining the ceres board, the new board member is provided with the ceres board policies which contain the written conflict of interest policy. In this package is included the form "conflict of interest statement (cis)" where they are required to disclose any conflict of interest that may exist with the organization. Once a year, the board members are provided this cis form to fill out. Also, as part of the governance compliance the board members are required to inform to the board chair and vice chair of ceres of any material change that develops during the year in the information contained in the foregoing statement.”

“The executive committee of the board annually reviews and approves the ceo's compensation. The committee gathers data from salary surveys and studies from comparable sized nonprofits. The committee then decides on the appropriate compensation level for the coming year and any bonus warranted for the prior year. This is then conveyed with a recommendation to the full board in an executive session and the vote taken to approve the recommended compensation and bonus. Notes of the deliberations and decisions reached regarding ceo compensation are kept by the chief people & diversity officer, who attends all such meetings. The ceo is responsible for assessing the appropriate levels of other key employees. Compensation is based on performance, level of responsibility, cost of living factor, the nonprofit market in boston and other locations ceres has staff, and salary surveys and studies. The ceo provides the executive committee of the board a summary of data gathered and proposed salaries for officers and key employees (executive vice president and chief program officer; chief financial and administration officer; and chief development officer; chief people & diversity officer). The executive committee advises the ceo if they have concerns about any of the proposed salary levels. Beginning in 2024, executive compensation is disclosed to the full board of directors in advance of their vote to approve the budget for the following fiscal year.”

“The form 990, audited financial statements and annual report are available at http://www.ceres.org/about-us/financials. The organization provides copies of its financial statements and governing documents upon request. Ceres' form 990 is also available via guidestar, and the massachusetts attorney general's website.”

“The irs requires compensation to be reported for the calendar year ending with or within the organization's fiscal year, therefore the compensation data shown on form 990, part vii is for calendar year 2022, which is drawn from 2022 w-2s.”