Fraunhofer USA Inc

“Fraunhofer-gesellschaft, a german not-for-profit organization, is the sole member of the organization.”

“The executive board of fraunhofer-gesellschaft, as the sole member of fraunhofer usa, elects the board members of fraunhofer usa. Per the fhusa rules of procedure, the members of the executive board of fhg represents the sole member and make the appointments to the board of fhusa.”

“The executive board of fraunhofer-gesellschaft, as the sole member of fraunhofer usa, also votes on fundamental transactions (amending, altering or repealing any provision of articles of corporation, any merger or consolication, conversion of the corporation or division, dissolution, formation of a subsidiary), and repeals or amends the bylaws.”

“The organization does not have committees with authority to act on behalf of the governing body. The committees make recommendations to the board for consideration.”

“The treasurer, or other officer signing the return, reviews the final draft return before it is sent to the board of directors for review. The chairman of the board will confirm they have completed their review prior to it being signed and sumbitted to the irs.”

“Fhusa employees are required to disclose if they have a conflict of interest to report as it becomes known. Employees are also reminded of the obligation as a part of their performance appraisal or other conflict of interest document. Board of director members, center directors and officers are required to complete an annual coi disclosure in addition to the requirement to disclose throughout the year if one exists. All reported potential conflicts of interest are reviewed by fraunhofer usa corporate management and procedures are in place to ensure that fraunhofer usa's interests are not compromised.”

“In 2024 a thorough review of executive and staff compensation was performed by crowell and moring llp (c&m). C&m used the prm 2023 not-for-profit compensation for executives and the wtw 2023 not-for-profit database for middle management, professional, and support data. The 2023 data was aged by 4% to compare with the 2024 compensation. We received a report from c&m documenting results were reasonable. Annual performance reviews are performed and documented for all employees. Determination of the compensation of the president is performed by the fhusa board of directors with input from the compensation committee. Determination of the salary for officers and center directors who are direct employees of fraunhofer usa are determined by the fhusa board of directors with input from the president and the compensation committee. Subject to the approval of the president, the authority to decide on salaries and salary raises for all other employees is with the center director/head of office for employees at the respective fraunhofer center/office. Compensation situations that pose a conflict of interest are determined and mitigated by the board.”

“The documents are maintained on file at the organization's headquarters and are available upon request.”

“Dr. Raoul klingner, dr. Silja krekel, and torsten nynke receive compensation from a related organization. Fraunhofer usa made a reasonable effort to obtain compensation information from the related organization. The information was requested, and an explanation of the reporting requirements were provided; however, the information was not made available prior to filing.”

“The whole board oversees the audit. This process has not changed from prior year.”