Sarnoff Cardiovascular Research Foundation Inc.

“The executive committee has the power to exercise the authority of the board of directors in the management of the foundation. The executive committee reports on its activities, at a minimum, at each meeting of the board. The executive committee may not amend the bylaws, elect or remove directors, approve or modify the budget, hire or terminate the executive director, or make major structural decisions affecting the foundation.”

“The form 990 was prepared by the outside accountants and reviewed by the organization's senior management. The draft 990 was presented in electronic format via email to all members of the audit committee and board of directors for review and discussion in a virtual meeting. After review and discussion, the 990 was approved for filing (with changes as recommended, if any).”

“The conflicts of interest policy is electronically distributed to each board member, officer and key employee upon his/her arrival to the foundation. It is also electronically distributed annually and a statement is signed by each member annually and reviewed by legal counsel. Non-interested directors discuss any questionable transactions and may ask the interested party to leave the discussion. Once a conflict of interest is identified, the chair of the board appoints a disinterested party to investigate further. After all due diligence is performed, the board can modify the transaction to remove the conflict or may approve the transaction as long as it is determined: to be in the foundation's best interest; fair and reasonable; and that the foundation cannot obtain a more advantageous transaction. If these procedures are not followed, the conflicted transaction is deemed to be void. Intentional violation of the policy by any fiduciary is grounds for removal from his/her position by the board.”

“The executive director's salary and performance is reviewed annually at the end of the fiscal year by members of the executive committee (sub-committee of the board of directors), the results of which are documented in the board minutes. Outside salary surveys and analysis performed by independent advisors are referenced to compare the executive director's compensation to industry standards. The last review took place in july 2024.”

“Copies of the foundation's governing documents, conflict of interest policy and financial statements are not generally made public. However, upon request, the foundation will consider making copies available.”

“Reportable compensation from related organizations: although sarnoff is "related" to its "supported organizations as defined in the form 990 instructions, sarnoff and those organizations are not operated, managed or governed on a centralized or integrated basis and, thus, the related organization compensation information for its board members is not available to sarnoff foundation.”