University of Chicago

“Antonio gracias and hilarie koplow-mcadams, both trustees of the university - business relationship thomas j. Pritzker and byron d. Trott, both trustees of the university - business relationship rachel d. Kohler and byron d. Trott, both trustees of the university - business relationship andrew alper and kenneth jacobs, both trustees of the university - business relationship david rubenstein and guru ramakrishnan, both trustees of the university - business relationship david rubenstein and byron d. Trott, both trustees of the university - business relationship ashley d. Joyce and byron d. Trott, both trustees of the university - business relationship rika mansueto and byron d. Trott, both trustees of the university - business relationship michael polsky and byron d. Trott, both trustees of the university - business relationship nassef o. Sawiris and byron d. Trott, both trustees of the university - business relationship mary tolan, trustee of the university, and madhav rajan, key employee of the university - business relationship”

“The bylaws were amended in may of 2024 to maintain the mandatory retirement requirements for trustees who reach age 75 with the exception of trustees who reach this age during their first five-year term, such that they can continue to serve out their first five-year term, age notwithstanding.”

“Prior to filing the form 990, members of the executive committee of the university's board of trustees were given an opportunity to review portions of the form 990 relevant to the their areas of oversight. These portions of the form 990 were distributed to committee members in may 2025, and trustees of these committees were given the opportunity to review the form and ask questions. In addition, in may 2025, the completed draft form 990 (and form 990-t), including all schedules, was posted on a secure website accessible to all trustees to allow them to review the form, provide comments, and ask any questions. Information about accessing the website was distributed in advance to all trustees. The draft form remained available on the website for approximately two weeks, after which online access ended to allow the university time to finalize the form 990 and form 990t for filing with the irs.”

“The university is committed to avoiding any actual or potential conflicts between the interests of the university or any of its related organizations and any personal interest a trustee or officer may have. Generally, conflicts arise when: (i) a trustee or officer has an existing or potential financial or other interest which impairs, or might appear to impair, his or her independence or objectivity in serving the university; or (ii) the trustee or officer might derive, or appear to derive, a financial or other material benefit from confidential information learned in the course of his or her employment or board service. Disclosure is required, and abstention or recusal may be necessary, whenever a trustee or officer or a related party (as described below) engages in the following activity: a. Has a material interest in any transaction or any proposed transaction to which the university or any of its related organizations was or is to be a party, or serves as a director, officer, trustee, partner, employer, or employee of any person or entity having a material interest in an actual or proposed transaction with the university or any of its related organizations, or b. Serves as a director, officer, trustee, partner, employer, or employee of any person or entity that competes directly with the university or any of its related organizations, holds more than 5% of the stock or equity of any such organization, or has received substantial compensation, gifts, or services from any such organization or person. For purposes of paragraphs (a) and (b) above, a related party shall be defined as: one's spouse, domestic partner, ancestors, children, grandchildren, great-grandchildren, siblings (whether by whole or half-blood), or the spouses of children, grandchildren, great-grandchildren, or siblings. The foregoing language is meant to be illustrative. Ultimately, the university's conflict of interest policy relies on each trustee's and officer's sound judgment. Recognizing that it is difficult to anticipate all potential conflicts in advance, trustees and officers are reminded that questions regarding the conflict of interest policy may be raised informally and confidentially at any time with the chair of the board, the chair of the committee on trusteeship and governance, or the university's vice president and general counsel. All conflict of interest disclosures and related discussions will be held in confidence to the maximum extent possible, but shall be shared with the chair of the board, the committee on trusteeship and governance, and the university's president, general counsel, and external auditors, as appropriate. All trustees and officers must annually disclose actual and potential conflicts of interest by completing a confidential conflict of interest disclosure statement, and these disclosures must be updated as new information becomes available that could affect the trustee's or officer's stated interests. The university's vice president and general counsel, in consultation with the committee on trusteeship and senior university administration, will compile the disclosures into a confidential database to facilitate identification of potential university transactions that may be affected by the disclosure and to assist the chair of the board in making committee assignments. Regardless of these efforts, any trustee and officer having an actual or potential conflict of interest must: (i) promptly call the conflict to the attention of the chair of the board, the chair of the committee on trusteeship and governance, or the university's vice president and general counsel, and (ii) abstain from participating in or voting on the matter. Actions in this regard will be reflected in any official meeting minutes.”

“Process to establish compensation of top management official during the tax year, the executive committee of the board of trustees conducted its annual review of compensation for the university's president and all other university officers and key employees, based on a recommendation from the chairman of the board of trustees in the case of the president's compensation, and recommendations from the president in the case of officer compensation. The executive committee reviewed these recommendations, including a review of comparability data provided by external consultants, and made final decisions regarding compensation. All decisions of the executive committee are documented in minutes maintained by the university.”

“The university's articles of incorporation and bylaws, conflict of interest policies, and most recent financial statements are publicly available on the university's website, www.trustees.uchicago.edu.”

“The mission of the university of chicago has been to sustain at the highest level of excellence, the communication of knowledge, the creation of knowledge and the fostering of a dynamic community of scholars and students.”

“Research: university of chicago faculty cross traditional disciplinary boundaries to transform understandings in business, economics, history, law, literature, religion, physics, chemistry and biology and medicine, among other fields. In pursuit of these research endeavors, during fiscal year 2023-2024 the university was awarded a total of $894 million in research funding from federal agencies, non-federal government entities, corporations, foundations, and other sources. Of that total, $527 million was from federal government sponsors of research, with the u.s. Department of health and human services and the national science foundation providing the largest amounts of funding. Research sponsorship awards from the state of illinois totaled $183 million, followed by corporate research sponsorship of $72 million. The university also conducts scientific research in collaboration with argonne national laboratory, owned by the united states government and operated by the university through a disregarded entity, under the terms of a cost reimbursement contract with the u.s. Department of energy. Argonne is a multi-purpose science laboratory with a $1,226.8 million annual budget and approximately 4,043 employees. Program service research expenditures were $739.0 million and are included in the research program service expense amount, as is required for a disregarded entity. In addition, fermi research alliance, llc, an entity jointly owned by the university and universities research association inc., operates fermi national accelerator laboratory ("fermilab") for the u.s. Department of energy. Fermilab is the nation's preeminent center for high-energy physics and an international center for scientific research in elementary particle physics and astrophysics. Fermilab has a $735.7 million annual budget and approximately 2,176 employees.”

“Scholarships & fellowships: the university meets 100% of a student's demonstrated need with an extensive financial aid program which is designed to enable the most qualified students to attend the university regardless of their financial circumstances. For the 2023-2024 academic year, approximately 50% of all students in the college received financial aid in the form of grants and scholarships. University-wide expenditures for scholarships and fellowships amounted to $647.6 million. Of this amount, approximately $495.9 million was provided from unrestricted funds; the remaining $151.7 million came from restricted sources. Approximately 20% of students in the college (the university's undergraduate college) currently receive odyssey scholarships. The odyssey scholarships provide increased access by providing scholarship support for first generation students and students with family incomes typically below $125,000. The odyssey scholarship also provides funds for other educational opportunities like study abroad and providing a paid internship after the student's first year in the college. In october 2014, the university launched the no barriers program to eliminate the student loan requirement from all undergraduate, need-based financial aid packages. The loans were replaced by the university with direct grants. Beginning with the class of 2024, the university's empower initiative will provide a grant/scholarship award guaranteed to cover full-tuition for families earning less than $125,000 and full-tuition, fees and room and board for families earning less than $60,000. In 2019, the university announced a new funding model for doctoral students. All students are guaranteed full tuition support, paid health insurance and an annual stipend of at least $31,000, beginning with students enrolling in 2020-2021.”

“The other program services that support the mission of instruction and research are: auxiliary enterprises library other student services information services operation and maintenance of plant”