Station Resource Group Inc.

“Co-chief executive officers thomas thomas and theresa clifford are spouses.”

“See explanation for line 7a.”

“The board decides by resolution the total number of elected directors (exclusive of ex officio directors) as long as the board has at least 5 elected members and no more than 9. Srg currently has 9 elected director positions, of which one was vacant in 2019. The chair appoints a nominating committee that includes board members and at least one non-director station representative. The chair decides the schedule and process for the election. Each member may cast one vote for each position to be filled.”

“See explanation for line 7a.”

“One of the co-chief executive officers reviews the form 990 for accuracy. In addition, the srg board's finance committee receives a copy of the form 990 for their review prior to submission. The final version of form 990 is then circulated to the full board prior to filing.”

“Board members (including the ceos, who are ex-officio members of the board) are familiar with the respective operations and interests of their fellow board members in the outcomes of decisions made by the board. This is an ongoing reality in how srg does business. When decisions are made, there is frank discussion on the board regarding outright conflicts of interest and more subtle issues that may affect board actions. The board does not hesitate to discuss whether or not an individual member should disqualify himself or herself from the discussion and or decision-making process. All board members are familiar with and support the standards of behavior outlined in section iii of the board's ethics and conflicts of interest policy.”

“Compensation of srg's co-ceos is reviewed on a periodic basis by the srg board's finance committee. The board's finance committee makes recommendations to the entire board regarding compensation levels. The whole board makes a final decision and discusses that with the co-ceos. The levels of compensation and other terms of employment are then memorialized in an agreement executed between the chair and the co-ceos. Overall ceo performance and organizational activities are reviewed on an annual basis. Compensation to all other highly compensated employees is set by the co-ceos annually using marketplace employment data as the primary indicator of an appropriate compensation range.”

“The organization makes its governing documents, conflict of interest policy and financial statements available to the public upon request.”

“Process has not changed since last year.”