Lyric Opera of Chicago

“The Board of Directors shall designate not more than 30 Directors to constitute an Executive Committee. The Executive Committee shall have all of the authority of the Board in the management of the Corporation except with regard to matters on which the Board has acted and except further the Executive Committee shall not: (a) Adopt a plan for the distribution of the assets of the Corporation, or for dissolution; (b) Approve or recommend to Members any act the Illinois General Not For Profit Corporation Act of 1986 requires to be approved by Members; (c) Fill vacancies on the Board or on any of its committees; (d) Elect, appoint or remove any officer or Director or member of any committee, or fix the compensation of any member of a committee; (e) Adopt, amend, or repeal the Bylaws or the Articles of Incorporation; (f) Adopt a plan of merger or adopt a plan of consolidation with another corporation, or authorize the sale, lease, exchange or mortgage of all or substantially all of the property or assets of the Corporation; or (g) Amend, alter, repeal or take action inconsistent with any resolution or action of the Board of Directors when the resolution or action of the Board of Directors provides by its terms that it shall not be amended, altered or repealed by action of a committee. The delegation herein of authority to the Executive Committee shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it, him, or her by law.”

“Scott Santi and Nancy Santi - Family relationship”

“Each person, firm or corporation donating $500 or more to the Corporation in any 10-month period from July 1 of any calendar year through April 30 of the following calendar year shall become a Member for the 12-month period beginning on the May 1 immediately following the end of such 10-month period and ending on the following April 30. Each person, firm or corporation donating $500 or more to the Corporation in any 2-month period beginning on the July 1 immediately following the end of such 2-month period and ending on the following June 30. The General Director or Executive Committee shall designate each Member as Aria, Platinum, Grand, Golden Grand, Silver Grand, Premier Benefactor, Bravo Circle, Impresario, Friend, Sustainer or such other designation as the General Director or Executive Committee shall determine based upon amount of contribution. The General Director or Executive Committee shall set and increase or decrease, from time to time, the respective amounts required for each designation. The various designations shall not affect the voting and other legal rights of Members under the Illinois General Not For Profit Corporation Act of 1986.”

“Each Member shall be entitled to one vote at each Annual Meeting for the election of Directors and on such other matters as are submitted to a vote of the Members. Each Member shall have the right to vote in person, by proxy or by e-mail or other electronic means for as many persons as there are Directors to be elected. No cumulative voting shall be permitted.”

“The Lyric Opera of Chicago Form 990 and Supplemental Schedules are prepared and reviewed by Lyric staff. A review is then performed by our Tax Advisor. The Form 990 and supplemental schedules are provided to the full Lyric Opera Audit Committee, along with the appropriate members of Lyric Opera staff, for their review prior to a meeting of the full audit committee where the Tax Advisor oversees the discussion and review of the Form 990. The audit committee then approves the filings prior to them being filed with the IRS.”

“Lyric Opera maintains a Conflict of Interest Policy which applies to all Directors, officers of auxiliary organizations authorized by the Opera, as well as senior management and other designated members of the staff. The Policy requires each person to whom the policy applies to complete an annual disclosure questionnaire which identifies a business or financial interest of that person which is planning to engage in a business transaction with the Opera, or has engaged in a business transaction with the Opera during the preceding year. The Policy forbids such individuals from voting on or using their personal influence in connection with such transactions. In the event the Opera does conduct business with a related party, the financial terms of those relationships are reported annually to the Audit Committee, whose members must be independent per the terms of its charter. The Opera requires each full-time non-union employee to conduct themselves in accordance with the Code of Business Conduct and Ethics, approved by the Opera's Board of Directors, and to sign an annual statement acknowledging their understanding of this Code.”

“The process of determining compensation of the organization's General Director included the following: The General Director was hired in April 2011 with a 5 year contract, through June 30, 2016. The Compensation Committee, comprised of seven independent Board members and two ex-officio members, was charged under their charter with the responsibility to review and establish objectives relevant to the General Director's compensation, evaluate the General Director's performance in light of those objectives, and recommend to the Executive Committee the General Director's compensation level based on this evaluation. In 2016, the General Director (now called the General Director, President and Chief Executive Officer) was offered a new five-year contract, starting July 1, 2016 through June 30, 2021. On June 28, 2021, the Compensation Committee renewed the General Director, President, and CEO contract for an additional 5 year term ending June 30, 2026. The base salary offered in the new contract was benchmarked against comparable opera and performing arts companies and again approved by the Compensation Committee of the Board of Directors.”

“The process of determining compensation of other officers or key employees (anyone earning more than $150,000) included the following: 1) The Compensation Committee, made up of six independent Board members and one ex-officio member, reviewed the fiscal 2024 compensation arrangements in May 2023. This process is done annually. 2) Lyric salary bands are determined in consultation with an independent consultant on a periodic basis who, leveraging comparability data and benchmark comparisons from peer industry organizations based on size of revenue and operating budget as well as scope of management responsibility, sets salary bands for each of Lyric's eight staff job levels. 3) Salaries for all highly compensated employees with salaries over $150,000 per year must fall within their respective salary bands. 4) Recommendations, as well as any deliberation, were documented in the Compensation Committee minutes. A report to the Board with respect to compensation recommendation was reflected in the Board meeting minutes.”

“Lyric Opera of Chicago posts audited financial statements and most recent Form 990 on its website. Governing documents and conflicts of interest policy are not required disclosures pursuant to IRC Sec. 6104. These documents are not available to the public at this time.”

“COAT CHECK REVENUE - Total Revenue: 16260, Related or Exempt Function Revenue: , Unrelated Business Revenue: 0, Revenue Excluded from Tax Under Sections 512, 513, or 514: 16260; RENTAL SPACE - Total Revenue: 2827, Related or Exempt Function Revenue: , Unrelated Business Revenue: 2827, Revenue Excluded from Tax Under Sections 512, 513, or 514: ;”

“Enrique Mazzola received non-U.S. sourced income during the calendar year 2023. This income is not subject to U.S. tax reporting requirements and is not included in the compensation reported in Part VII, Section A of Form 990.”

“Change in severance plans' valuation - 43780; unrealized gain - interest rate swap contract - 658396; uncollectible debt - -2293875;”