Elmhurst University

“According to the university's bylaws, the executive committee shall consist of the chair and vice chair of the board of trustees; the president of the university; the chairs of the business, development and faculty and curriculum committees; the trustee who is the immediate past chair of the board of trustees; and two trustees who serve as at large members of the committee. The at large members will be recommended by the trusteeship committee to the board for approval, and will serve a term of two years on a rotating basis. The chair of the board of trustees may designate any trustee who is not member of the executive committee to serve as a member of the executive committee at any specified meeting of the executive committee. The executive committee shall be responsible for the periodic review and assessment of the president. The executive committee shall serve as a salary review and personnel committee and as a final reviewing committee for grievances, and shall consider confidential matters brought by individual trustees. The executive committee shall act for the board between regular sessions of the board in such matters as in the judgment of the chair of the executive committee shall require immediate action, with such actions subject to ratification and review of the board, and shall transact other business as may be committed to it by the board. The executive committee shall serve as a planning committee, monitor the planning as presented annually by the president, provide strategic overview and oversight of committee activities relating to such plans, and recommend to the board of trustees the institutional plans that are in the best interest of the college. The committee may invite other members of the board of trustees to attend a meeting of the executive committee with voice but not vote.”

“The following individuals had a business relationship other than their relationship as trustees to the university: - wes becton, marciela guzman, and frank cerrone - wes becton and fatima ali - michelle lanter and frank ruffolo”

“The final review form 990 and its various schedules were prepared by a national cpa firm, and then were reviewed by the key officers of the organization prior to making it available to the board of trustees. After the key officers reviewed the form, it was distributed to the audit committee of the trustees at their spring meeting. Identified necessary changes were incorporated following the board review process and a final copy of the filing was made available to all members of the board of trustees prior to filing.”

“Conflict of interest forms are sent to trustees, officers, key employees (as applicable) and others for completion. The completed forms are returned to and reviewed by the board audit committee chair. The audit committee chair together with the audit committee is responsible for administration of this policy. Matters of concern are brought to the chair of the board of trustees or the president. Approval of compensation transactions and other transactions covered by the policy are done through a review composed entirely of individuals who do not have any conflict of interest with respect to the arrangement or transaction at hand. Persons determined to have a conflict of interest are prohibited from participating in the governing body's deliberations and decisions in transactions which may relate to the conflict. They rely upon independent comparability data or valuations prior to making a determination. Matters related to compensation rely on external expertise in higher education. Form 990, part vi, section b, line 15: process for determining president's compensation- the current president was hired effective july 1, 2016 as the result of the presidential search committee that was chaired by a college trustee and advised by a third party consulting firm. The board amended and restated the president's contract in 2019 which spans the five years ending june 30, 2025, and the contract defines the terms of compensation, which was based on a review of comparable compensation of similarly qualified persons, similar positions, and similar organizations. The presidents salary is to be reviewed annually and the salary may be adjusted upward, by the sole discretion of the board, based on the board's assessment of the presidents' performance. Compensation is contemporaneously documented within the presidential search committee records.”

“Top management's (vice presidents and deans) salaries are reviewed annually by a process similar to all other employees. The president performs a formal evaluation. Using the cupa-hr annual salary survey--the annual performance evaluation and the financial constraints of the college--the president then determines the salary revisions which are reviewed by the human resources committee of the board of trustees. All other key employee salaries are reviewed annually by a similar process as the top management. Formal performance evaluations are performed by the supervisor of each key employee with recommendations for salary revisions provided to the top management employee over that area of responsibility. The evaluations and recommendations together with the comparison to the cupa-hr annual salary survey and the preset budget for salary increases are reviewed by each top management administrator with recommendations presented to the president. Final approval is given by the president. Minutes of the human resources committee document the determinations made during executive session.”

“The governing documents and financial statements of the college are available upon request. The conflict-of-interest policy and financial statements are provided to various state agencies, us department of education, various banks and others per agreement. The conflict-of-interest policy is sent annually to all members of the board of trustees, officers, key employees and other identified employees.”

“Change in value of interest-rate swap 4,709,601. Change in actuarial value of split-interest trusts -5,475.”