The Gruber Foundation

“The officers and directors are not compensated by the Gruber Foundation. All compensation reported on Part VII pertains to officers and directors compensated by Yale University (a supported organization).”

“Three of the voting members of the governing body of The Gruber Foundation are employees of Yale University (EIN 06-0646973), a supported organization of the Gruber Foundation, and receive compensation for their services as employees of Yale University. These individuals are not paid for their services as voting members of The Gruber Foundation.”

“Peter Salovey and Joan E. O'Neill have a business relationship because of their positions as officers of Yale University, a supported organization. Each has a business relationship with the following individuals as a result of their Yale University employment: Elizabeth Bilodeau, Steven Wilkinson.”

“Pursuant to the by-laws, during the period commencing with the incorporation of the Corporation, and ending when there are no longer any Gruber Members, there shall be five directors to the Board of Directors. Yale University appoints three of those directors, and the remaining two directors are specifically-named Gruber Members. At all times during the period when there are Gruber Members serving on the Board, Yale University appoints a majority of the Board (three directors), and the Gruber Members serve as a minority of the Board (two directors). Once either of these named gruber members ceases to serve on the Board, the remaining Gruber Member may appoint a past recipient of the Gruber Prize to fill the vacant Gruber Member Director's position. No Gruber Members serve on the Board once the remaining Gruber Member ceases to serve, and from that point on, Yale University appoints the entire Board. The Gruber Members are not given any other voting rights under the By-laws, except to appoint a past recipient of the Gruber Prize to fill the first Gruber director position that is vacated by a gruber member. Moreover, the by-laws can only be amended by a majority vote of the board with Yale's prior consent and approval. The vote of two Yale-appointed directors is required to constitute any action taken by the board.”

“The Form 990 is prepared by Yale University, a supported organization of the Gruber Foundation, and reviewed by an officer and the executive director of the Gruber Foundation prior to filing.”

“The Gruber Foundation conflict of interest policy obligates each current and covered former director, officer, and member of a committee with governing board delegated powers to promptly disclose any actual or potential conflict of interest as defined in the policy. Each such person must sign a statement annually affirming that he or she has received a copy of the conflict of interest policy, has read and understands the policy, agrees to comply with the policy, and understands that The Gruber Foundation is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. In connection with any actual or potential conflict of interest, an interested person must disclose the existence of his or her potential conflict and all material facts to the directors and members of the committee with governing board delegated powers considering the prospective transaction or arrangement to determine if a conflict of interest exists. After disclosure of a potential conflict of interest, the interested person is excused from the governing board meeting while the determination of a conflict of interest is made and is recused from participating in any vote on the matter. THE REMAINING BOARD OR COMMITTEE MEMBERS SHALL DECIDE IF A CONFLICT OF INTEREST EXISTS.”

“The organization's governing documents, including any amendments, and financial statements, to the extent provided as part of its exemption application or annual form 990, are available to the public upon request. The organization's annual report is available on its website. The conflict of interest policy is not currently made available to the public.”

“The individuals listed in Part VII, with compensation reported in column (E), received compensation from Yale University, a supported organization, for their services to Yale University. The estimated average hours per week devoted to Yale University by each of these employees is 50, though in many cases the actual average hours per week for listed persons exceeded this estimate. These individuals are not compensated in their capacity as officers or directors of The Gruber Foundation.”

“Change in Deferral of Gruber Science Fellowship Payments - 226985;”