Widener University

“The executive committee, may be convened at any time at the call of its chair, shall have and exercise authority of the board in the management of its affairs, to the extent permitted by the delaware corporation law and the pennsylvania corporation not-for-profit code, except that the executive committee shall not have authority to: (1) fill vacancies in the board of trustees; (2) adopt, amend or repeal the bylaws; (3) amend or repeal any resolution of the board; (4) take any action on matters committed by the bylaws or resolution of the board of trustees to another committee of the board; (5) amend the certificate of incorporation; (6) adopt an agreement of merger or consolidation; (7) recommend the sale, lease or exchange of all or substantially all of the university's property; (8) recommend a dissolution of the university; or (9) revoke dissolution of the university. The executive committee shall consist of the chair, vice chairs, the treasurer, the secretary, the president of the university, and the past-chair. On invitation of the chair, any member of the board may attend an executive committee meeting. Four (4) trustees shall constitute a quorum. A majority vote shall be sufficient to take action on a motion. At the annual meeting in may, the executive committee shall decide which chairs of the standing committees will attend the meetings of the executive committee for the following year. The goal is to have the chair of each standing committee attend at least one executive committee meeting a year. The committee chairs shall have voting rights at the standing meetings of the executive committee. If the chair finds it necessary to call a special meeting of the executive committee or move the executive committee meeting into executive session, the chair shall decide which committee chairs shall participate.”

“Once a draft of the irs form 990 has been prepared by our independent tax advisors with information provided by management, it is reviewed by the audit committee of the board of trustees. The form 990 is not filed until the full board of trustees has reviewed it with management.”

“The university has conflict of interest policies for the board of trustees, officers, key employees, full-time staff, and part-time staff involved in purchasing. The board of trustees complete the conflict of interest disclosure form on an annual basis, and the disclosure forms are received and reviewed by the trusteeship committee, who forward any conflicts on to the executive committee of the board for their review. Board of trustees members with conflicts are expected to abstain from voting on issues for their conflict. The process, review, and reporting for the officers and key employees is the same as the board of trustees. All full-time staff and part-time staff involved in purchasing complete a disclosure form annually, and these are collected and reviewed by the chief human resources officer. This individual then reports the findings to the vice president-administration & finance and the president of the university. A report is then made by the vice president-administration & finance to the finance and administration committee of the board, which then reports the findings to the full board of trustees.”

“It is the policy of widener university and its board of trustees (board) to compensate its executives in accordance with the market and commensurate to their career experience, service, and accomplishment. The members of the executive committee of the board act as the university compensation committee and then present the compensation data of all disqualified persons to the board. This review and approval process was last undertaken in 2024. The board's use of college and university professional association (cupa) and similar indices is for guidance purposes, taking into consideration that the positions reported therein are not, in many instances, equivalent to the executive positions at the university. Thus, when an individual executive acquires additional responsibilities above and beyond those traditionally associated with the general category set forth in the comparative indices, the board may consider and award appropriate compensation. Exceptions to this policy can occur where special expertise, accomplishment or experiences are required in a particular position or an urgent need has arisen justifying, in the board's analysis, compensation at a level in excess of the policy range adopted by the board. When such exceptions arise, the board shall set forth a statement of their reasoning supporting the departure from the established executive compensation policy. Finally, the board, in every third year, will engage an outside consultant to verify that total compensation paid to the executives of the university is fair and reasonable. The deliberations and decisions regarding compensation are contemporaneously documented. The process described here was last completed in 2024.”

“The university's audited financial statements are posted on its website. The governing documents and conflict of interest policy are available upon request.”

“Change in pension -5,677,096.”