Ceres Inc.

“Ceres updated the board bylaws in october 2024 to allow any ceres executive to sign contracts, deeds, leases, bonds, notes, checks and other instruments of an amount over $2,500. Ceres defines "executive" as any staff members with the title vice president or higher.”

“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 chief people & diversity officer reviews data from salary surveys and studies from comparable sized nonprofits and makes a recommendation to the board co-chairs regarding the appropriate compensation level for the coming year and any bonus warranted for the prior year as applicable. This is then conveyed with a recommendation to the executive commmittee of board, and then 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. The chief people & diversity officer provides compensation information and recommendations to the executive team and ceo for discussion and approval. The ceo is responsible for assessing the appropriate levels of other key employees. Compensation is based on performance, level of responsibility, geographic location, the nonprofit market comparators in boston and potentially other locations where ceres staff reside, and salary surveys and studies. The chief people & diversity officer will provide the chief financial & administration officer and ceo recommendations for pay increases for officers and key employees, which may include a summary of data gathered, and proposed salaries to provide to the executive committee of the board (chief program officer; chief financial and administration officer; chief development officer; chief people & diversity officer; and general counsel). The chief people & diversity officer may field questions posed by the executive committee who then may advise the cpdo and the ceo if they have concerns.”

“The form 990, audited financial statements and annual report are available at https://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 2023, which is drawn from 2023 w-2s.”