Ecmc Education Inc.

“The ECMC Group, Inc. Whistleblower Policy requires directors, officers and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. Employees and representatives of the Corporation are directed to practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations. The policy requires reporting of potential illegal practices or violations of corporate policies, and prohibits retaliation for good faith reporting of suspected violations under the policy. In addition, ECMC Group, Inc. has a Code of Ethics and Business Conduct Policy that is affirmed annually by all ECMC Group, Inc. and affiliated companies' officers and employees. There is a provision incorporated into the Code of Ethics and Business Conduct Policy that states there can be no retaliation against anyone acting in good faith when asking a question, reporting a concern or for participating in an investigation. ECMC Group, Inc. has established a telephone hotline and website administered by an outside vendor to report concerns, with an option to report anonymously. The hotline and website are available and accessible to ECMC Group, Inc. and affiliated companies' directors, officers, employees and vendors.”

“Mr. McKeon and Mr. Salter - Business relationship”

“ECMC Education, Inc. 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 ECMC Education, Inc. Board of Directors.”

“ECMC Group, Inc., the sole member of ECMC Education, Inc., retains the following authority over ECMC Education, Inc.: 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 Chair. The Director will be required to excuse themselves from deliberation and voting on matters for which they may have a conflict of interest.”

“The following describes the ECMC Group, Inc., Educational Credit Management Corporation (ECMC) and ECMC Education, Inc. executive compensation methodology. The Governance & Compensation Committee of the ECMC Group, Inc. Board of Directors is wholly comprised of independent, outside directors. In 2021, the Committee retained executive compensation experts from Grant Thornton, a global compensation consulting organization, 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 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.”

“The following describes the ECMC Group, Inc., Educational Credit Management Corporation (ECMC) and ECMC Education, Inc. executive compensation methodology. The Governance & Compensation Committee of the ECMC Group, Inc. Board of Directors is wholly comprised of independent, outside directors. In 2021, the Committee retained executive compensation experts from Grant Thornton, a global compensation consulting organization, 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 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 F. DePodesta, Roberta Cooper Ramo and I. King Jordan, former Directors, had consulting agreements in 2021.”

“Professional Service - Total Expense: 5131087, Program Service Expense: 4960562, Management and General Expenses: 170525, Fundraising Expenses: ; Contractor Services - Total Expense: 297194, Program Service Expense: 289950, Management and General Expenses: 7244, Fundraising Expenses: ; Facilities Expense - Total Expense: 264752, Program Service Expense: 246217, Management and General Expenses: 18535, Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ;”

“Rounding adjustment because dollars are reported in thousands on the audited financial statements - -942;”