California Institute For

“Form 990, part vi, line 2 ceo and board chair peter schultz serves on a number of other corporate boards with board member isy goldwasser.”

“Form 990, part vi, line 11b information used to prepare the form 990 was compiled by calibr's personnel. The return was prepared with the assistance of its public accounting firm. The form 990 was reviewed by calibr's audit committee, which has authority and oversight of calibr's audit and tax preparation. A complete copy of the form 990 was provided to the full board after review by the audit committee and prior to filing with the irs.”

“Form 990, part vi, line 12c on an annual basis, calibr distributes conflict of interest questionnaires which the board members, officers, and key employees complete and return. The ceo and vp of finance and operations review the returned forms for compliance. If a conflict is discovered it is escalated to the appropriate party within calibr and the person recuses himself or herself from the governing body's deliberations and decisions in the transaction, and the meeting minutes reflect that the party in question recused themselves. In the event a conflict arises the independent board members discuss the transaction, the alternatives, and evaluate what is best for the organization. Meeting minutes reflect the discussions and decision, including who voted and who was recused from discussion and voting. Board members are required to bring forth any new conflicts of interest as they arise.”

“Form 990, part vi, line 15a the board of directors appoints a special committee, comprised solely of independent non-employee directors, none of which have a conflict of interest with respect to the compensation arrangement, to be accountable for setting the ceos compensation package. The board ensures that compensation of the institute ceo shall be reviewed no less than once in three years. Calibr's ceo is eligible for a base salary for performance of services in any given one year period and shall automatically be due the board's predetermined and contemporaneously approved fair and reasonable base salary, subject to a cap of $1.05 million per year. Additionally, the ceo is eligible to receive bonus incentive pay separate from compensation payments in amounts determined by the board at its sole reasonable discretion, provided that such bonus shall not cause the total compensation of ceo to exceed the cap. At ceo's sole discretion, the ceo may waive the right to receive all or part of the payments due before receipt, provided that the ceo gives written notice to institute of the amount of payment(s) waived. It is expressly understood by calibr and ceo that waiver of payment(s) shall in no way alter or influence institute's future payment obligations to the ceo or the determination or implementation of the compensation cap. Effective october 1, 2015 the ceo has a compensation arrangement that includes $75,002 in base compensation, bonuses and non-monetary benefits, and prerequisites for the fiscal year ending august 31, 2016. Key deliberations of the committee are contemporaneously documented in minutes which are approved at the next committee meeting. The documentation includes the terms of the deliberations, those that voted on it, and a description of publically available compensation data relied upon and how it was obtained.”

“Form 990, part vi, line 15b other officer salaries are determined by calibr's ceo based on comparable salaries for individuals having similar roles and responsibilities at similar non-profits and biotech companies.”

“Form 990, part vi, line 19 governing documents, conflict of interest policy, and financial statements are available upon request.”