Digital Harbor Foundation Inc.

“The executive committee shall be composed of the president, the vice president, the secretary, the treasurer, and may include one (1) member of the board elected at large each two-year officer term by the board of directors. When the board of directors is not in session, the executive committee shall possess and exercise all powers of the board of directors in the management of the business and affairs of the corporation that lawfully may be exercised by the executive committee, except as specified in section 7.1. The executive committee shall provide reasonable notice of meetings of the executive committee to all board members and shall include a summary of the circumstances requiring any expeditious action taken by the executive committee. The executive committee shall then provide a complete report on such action along with minutes of the meeting at the next meeting of the board and may elect to do so in executive session. Care will be taken to ensure that only those issues necessitating discussion/action prior to the next board meeting be addressed. The executive committee is responsible for recommending and overseeing procedures for the evaluation of the job performance of the chief executive officer and, as necessary, for succession planning.”

“Form 990 was reviewed by the chief executive officer and forwarded to board members for their review by email.”

“Periodic reviews are conducted, including the following: 1. Review compensation arrangements/benefits to determine that they are reasonable, based on competent survey information and the result of arm's length bargaining. 2. Review partnerships, joint ventures, and arrangements with management organizations to verify that they conform to the organization's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes do not result in inurement, impermissible private benefit or in an excess benefit transactions.”

“Independent review: the board of directors is in charge of setting the ceo's compensation and is ultimately responsible for authorizing, approving, and reviewing all matters related to ceo compensation, performance, and contract renewal. The board's executive committee or a standing ad-hoc committee for ceo compensation, performance, and contract renewal of the board of directors (which may be convened by the board) carries out this function annually or as needed. All members of the board of directors are completely independent from management. Members of the board of directors involved in decisions related to ceo compensation who have a conflict of interest are required to recuse themselves from such decision making. Comparability data: the organization uses a variety of professional industry compensation guides and surveys or studies from reputable non-profit sector firms and professional service organizations to review comparable market salaries for other charitable organizations with similar geographical footprint (national), revenue, sector, etc. Contemporaneous substantiation of the deliberation and decision: the organization has an established policy on compensation which applies to the ceo and all employees within the organization. All changes, authorizations, and decisions related to the ceo's compensation are formally documented in the minutes of the board of directors or its executive committee. All changes, authorizations, and decisions related to the ceo's compensation are also documented in writing with signature from an officer from the governance function of the organization. The process described here was last completed in 2024.”

“The organization makes its governing documents and financial statements available to the public during the tax year on their website.”