Washington University

“The Executive Committee is composed of The Chair, Vice Chairs, Chancellor and not less than six voting members of The Board of Trustees appointed by The Board at its annual meeting. The Executive Committee is subordinate and responsible to The Board of Trustees. In the interval between meetings of The Board of Trustees, the Executive Committee has and may exercise all powers of The Board of Trustees except (i) to approve or authorize amendments to the Charter or Bylaws or other major changes in the organization of the University, (ii) except as authorized or delegated by resolution of The Board of Trustees, (a) to create any debt encumbering any property of the University, (b) to grant diplomas, or (c) to approve budgets, (iii) to grant tenure, and (iv) to act on matters as regards which other specific directions have been given by The Board of Trustees.”

“Trustees David Kemper and Priscilla Hill-Ardoin have a business relationship. Trustees Priscilla Hill-Ardoin and David Steward have a business relationship.”

“Washington University amended its bylaws to eliminate lifetimes trustees - a class of trustees that held a lifelong term. Further, the bylaws were amended to establish that an ad hoc committee of Distinguished Trustees will provide successor recommendations when there is a vacancy in the position of Board Chair. Lastly, the Chair has the authority to establish limited duration ad hoc committees to address specific topics or issues as they arise. Such committees will be subordinate to the Board of Trustees.”

“The Form 990 is initially prepared by the University's Tax Department and then reviewed by the University's tax preparers. Their review is thorough and provides sufficient assurance for them to sign as paid preparers. The return is then reviewed by the University's Controller (who signs the return) and its CFO. It is then reviewed with the University's Board of Trustees Audit, Risk, and Compliance Committee. Following their review, the final return is made available to the full Board. All reviews take place prior to filing the return.”

“The University regularly monitors and enforces compliance with its conflict of interest policies. The External Professional Activities Policy describes institutional standards around external professional activities, prescribes disclosure and review requirements. Each of the Policy on Institutional Conflict of Interest, Research Conflicts of Interest Policy and the Policy on Conflicts of Interest in Clinical Care established a dedicated committee, comprised of faculty and staff, to assess the financial relationships of faculty and determine whether a conflict of interest (COI) exists and a management plan warranted. Faculty involved in research are required to disclose annually their financial interests or within 30 days of a new financial relationship. The financial disclosures are circulated to the three COI committees for COI evaluation. The Research COI and the Institutional COI committees regularly monitor faculty compliance with their management plans. If the committees determine that a faculty member is not in compliance with a management plan, the matter is investigated by the committees and appropriate action taken. The University Compliance Office annually audits clinical faculty members compliance with management plans imposed by the Clinical COI committee. Any noncompliance is addressed and remediated by the Vice Chancellor for Research and the faculty member's department. Disclosures by staff employees are made to their immediate supervisors. Disclosures by officers and Deans are made to the Chancellor for resolution, and the Chancellor reports on those and his own disclosures to the Chair of the Board. The Board of Trustees has approved a separate conflict of interest policy applicable to its members. Under that policy, members of the Board are required to make annual disclosure of existing or prospective matters that reasonably create an actual or potential conflict of interest involving the University (including 50% or more affiliated entities) and the member (including certain affiliated business entities and family members). With certain limited exceptions, that policy further requires a member to be excused from participation in or vote on a matter with respect to which she/he has a conflict of interest.”

“The recommended compensation of the chancellor, officers, and key employees (collectively, the executive group) is reviewed and approved annually by the compensation committee, a committee of independent voting members of the board of trustees. The committee's discussion and review includes examination of the f.w. Cook and company's executive compensation consultant's market analysis comprised of multiple third-party sources of comparator market data specific to those institutions with which the university compares itself. This includes available market data provided by industry specific professional organizations including most recently available form 990s. The chairman of the board of trustees makes a recommendation to the committee for the chancellor's compensation. The chancellor recommends to the committee the compensation of officers. The chief investment officer's compensation and incentives package is reviewed and approved by the executive committee, acting on behalf of the governing board. All committee deliberations and decisions are contemporaneously substantiated in the committee's meeting minutes.”

“The University makes its charter, conflict of interest policy, and annual reports available to the public through the University website (see 990 Page 1 Box J).”

“Reportable compensation for officers Lodge and Webber and former officer Blasingame include a distribution or vesting of amounts under nonqualified deferred compensation plans reviewed and approved by the Compensation Committee of the Board of Trustees, individually or as part of their overall compensation. The amounts distributed or vested for officers Lodge and Webber, and for former officer Blasingame, among other amounts, are reported on Schedule J, Part II, column B(iii).”

“Trustee Eric Upin served as Executive Board Chair of the Washington University Investment Management Company, a division of the University, from July 1, 2021 - June 30, 2022. During this period, Trustee Upin devoted an average of 12 hours per week in his capacity as Executive Board Chair. Additionally, Trustee Upin was compensated for consulting services provided in this capacity and received reimbursement for reasonable travel and lodging expenses. During the period of July 1, 2021 - June 30, 2022, Trustee Upin devoted an average of 1 hour per week to the university in his capacity as a Member of the Board of Trustees.”

“Trustee Nickerson is compensated as an adjunct professor for teaching activities.”

“community services. Its schools and colleges encompass most areas of scholarship and professional training, with interschool centers and institutes, libraries, computing facilities, athletic programs and undergraduate and graduate housing. The University offers undergraduate and graduate degrees and sponsors interdisciplinary institutes and centers engaged principally in research and advanced training. Many educational programs include one or more practicum or experiential learning components. The School of Medicine (WUSM) is among the leading medical research institutions in the nation. WUSM carries out its educational, research, and clinical programs through 23 departments, approximately 60 divisions, and 4 programs in allied health professions, and provides patient care as part of its educational and research programs. WUSM provides emergency and non-emergency medical care to all patients in its community, including those who are underinsured and non-insured as well as those who have adequate insurance coverage or the ability to pay for such care.”

“Volunteers support and benefit the organization in a wide variety of activities, programs, and services, including service as Trustees or advisors who receive no compensation for their service on various University Councils. The total count provided is an estimate based on surveying departmental administrators.”

“Washington University's mission is to act in service of truth through the formation of leaders, the discovery of knowledge and the treatment of patients for the betterment of our region, our nation, and our world. At Washington University, we generate, disseminate, and apply knowledge. We foster freedom of inquiry and expression of ideas in our research, teaching, and learning. We aim to create an environment that encourages and supports wide-ranging exploration at the frontier of discovery by embracing diverse perspectives from individuals of all identities and backgrounds. We promote higher education and rigorous research as a fundamental component of an open, vibrant society. We strive to enhance the lives and livelihoods not only of our students, patients, and employees, but also of the people of the greater St. Louis community and beyond. We do so by addressing scientific, social, economic, medical, and other challenges in the local, national, and international realms. Our goals are: to foster excellence and creativity in our teaching, research, scholarship, patient care and service; to welcome students, faculty, and staff from all backgrounds to create an inclusive, equitable community that is nurturing and intellectually rigorous; to cultivate in students habits of lifelong learning and critical and ethical thinking, thereby enabling them to be productive members and leaders of a global society; and to contribute positively to our home community of St. Louis, and to effect meaningful, constructive change in our world. To this end we intend: to hold ourselves to the highest standards of excellence; to educate aspiring leaders of great ability from diverse backgrounds; to encourage faculty and students to be innovative, bold, independent, critical thinkers; to build an inclusive, equitable, respectful, ethically-principled environment for living, teaching, learning and working for the present and future generations; and to focus on meaningful measurable results for all of our endeavors.”

“ACADEMIC SUPPORT: Represents primarily administrative activities that directly support program services but do not qualify as management and general costs. Significant components include the central and school libraries, animal care, environmental compliance, the Deans' offices, school information systems, school-specific human resource activities, and human research participant protection.”

“$3,502,183 of changes and reclassifications in split-interest agreements and a $466,759 change in uncollectible pledges.”