Educational Credit Management Corporation

“Educational credit management corporation (ecmc) has one member. The member is ecmc group, inc., a delaware non-stock, nonprofit corporation exempt under section 501(c)(3). There are no stockholders.”

“Ecmc group, inc. Has the right to elect and/or approve all the directors of the educational credit management corporation board of directors.”

“Ecmc group, inc., the sole member of educational credit management corporation (ecmc), retains the following authority over educational credit management corporation: 1. To authorize amendments to the articles of incorporation and bylaws. 2. To approve the strategic and financial plans. 3. To elect and/or approve the members of the board of directors. 4. To oversee coordination of programs and services offered. 5. To authorize formation, governance and dissolution.”

“All members of the board of directors and executive management are provided a copy of form 990 to review and provide comments prior to filing. All members of the board of directors and executive management are provided with a copy of the final version of form 990 before it has been filed.”

“Officers, directors and all employees are required to reaffirm on an annual basis their understanding of the company's conflict of interest policy. The affirmation specifically references that the individual will comply with the directives of the conflict of interest policy. Officers, directors and key employees are also required to complete an annual form 990 relationship disclosure document to identify any potential conflicts of interest. Finally, the company's vendor procurement process includes questions of business unit contract owners to determine if any conflicts of interest may exist. Monitoring and enforcement of the policy are accomplished through the policy reaffirmation process, affirmative disclosure requests and the policy requirement that all conflicts of interest be reported. In cases where a potential conflict exists at the officer and key employee levels, the issue is disclosed to the individual's supervisor, general counsel and/or vice president, deputy general counsel. For potential conflicts involving directors, the disclosure is made to the board (or applicable committee). The director will be required to excuse themselves from deliberation and voting on matters for which they may have a conflict of interest.”

“The governance & compensation committee of the ecmc group, inc. (educational credit management corporation's parent organization) board of directors is wholly comprised of independent, outside directors. In 2023, the committee retained executive compensation experts from grant thornton, pearl meyer and aon, global compensation consulting organizations, through arnold & porter kaye scholer llp to identify appropriate ceo and senior executive compensation packages. Arnold & porter kaye scholer llp provided an opinion on the reasonableness of this compensation. The market analysis performed by grant thornton, pearl meyer and aon for arnold & porter kaye scholer llp includes salary and incentive data from an appropriate peer group under irs regulations and includes both nonprofit and for-profit entities.”

“Documents are made available to the public as required by law.”

“John depodesta and i. King jordan, former directors, had consulting agreements in 2023.”