Howard Hughes Medical Institute

“The howard hughes medical institute's form 990 is initially prepared by its tax compliance department, in coordination with other hhmi departments as needed. The draft return is reviewed by senior management of hhmi and by attorneys in hhmi's office of the general counsel. Following these reviews and the resolution of any questions that have been raised, the draft return is reviewed by hhmi's outside tax preparer. Finally, a copy of the return is provided to the members of hhmi's board of trustees so that they have an opportunity to review and comment on the return before it is filed.”

“In addition to hhmi's code of conduct, which addresses conflicts of interest and applies to all hhmi employees, officers, trustees, and advisors, hhmi has specific conflict of interest policies for different categories of personnel. Under the hhmi policies that apply to trustees, officers, and key employees, these individuals must disclose annually interests that could give rise to conflicts of interest, and must certify annually their compliance with the conflict of interest policy that applies to them. Annual disclosures and certifications are reviewed by hhmi's office of the general counsel, and by other hhmi managers as needed. The conflict of interest policy covering hhmi's trustees also requires each trustee to disclose to the other trustees any actual or apparent conflict of interest with respect to a proposed hhmi transaction. If the other trustees decide that there is only the appearance of a conflict of interest, and that it could not reasonably be considered to affect the independent, unbiased judgment of the disclosing trustee with respect to the transaction at issue, no further action is required to address the apparent conflict. In all other cases, including all actual conflicts of interest, the disclosing trustee is not permitted to participate in the deliberation or decision regarding the transaction under consideration, and must leave the room during the deliberation and vote. The conflict of interest policies covering hhmi's officers and key employees require each covered individual to obtain supervisory approval up to the level of hhmi's president before entering into an affiliation with or acquiring an interest of 1% or more in any entity that is or may become a recipient of hhmi funds. Hhmi's president, in consultation with hhmi's general counsel, may permit the affiliation or interest if it would not interfere with the covered individual's performance of his or her hhmi responsibilities, would not create the appearance of a conflict of interest, and would be consistent with sound business judgment. Hhmi's president may set conditions on approval, for example that there be no remuneration to the covered individual. Proposed affiliations and interests of 1% or more of hhmi's president are subject to the approval of the chair of the trustees.”

“The compensation for hhmi's president, other officers, and key employees is set using the following procedures: every other year, the audit & compensation committee of hhmi's board of trustees engages one or more independent compensation consultants to conduct a study of comparable market data. The study includes data for hhmi's president, other officers, and key employees. The independent compensation consultants also provide an opinion regarding the reasonableness of the compensation arrangements for the positions included in the study. The study includes comparable market data for all components of compensation for each person covered by the study, including base salary, incentive compensation (if any), and benefits. The board of trustees relies on the market data and opinion provided by the compensation consultant in making compensation decisions for hhmi's president, other officers, and key employees. The decision is made by independent trustees. Any trustee who has a conflict of interest with respect to a specific officer or key employee must recuse himself or herself from the decision on that person's compensation and leave the meeting room during the debate and vote on it. In the alternate years when a study is not done, the trustees confirm with the independent compensation consultants that the range of any proposed merit increases for hhmi employees, including senior management, is reasonable compared with the generally prevailing compensation increases in the market over the past year. The board of trustees relies on this advice in making compensation decisions for hhmi's president, other officers and key employees. Recusal procedures are the same as in the years when a study is done. In each year, minutes of the discussions and decisions regarding compensation are prepared after each meeting and are submitted for approval at the next meeting. Approved minutes are kept in hhmi's records. All minutes include the date of the meeting, identify those trustees who attended and voted on the compensation arrangements, and note any recusals of trustees with a conflict of interest. The comparability studies and opinions relied on at the meeting are referenced in the minutes, and copies of these materials are also kept in hhmi's records. Hhmi's board of trustees followed this process in august 2025 in determining compensation for the following positions for fiscal year 2026: president, other officers, and investment department managing directors.”

“The compensation for hhmi's president, other officers, and key employees is set using the following procedures: every other year, the audit & compensation committee of hhmi's board of trustees engages one or more independent compensation consultants to conduct a study of comparable market data. The study includes data for hhmi's president, other officers, and key employees. The independent compensation consultants also provide an opinion regarding the reasonableness of the compensation arrangements for the positions included in the study. The study includes comparable market data for all components of compensation for each person covered by the study, including base salary, incentive compensation (if any), and benefits. The board of trustees relies on the market data and opinion provided by the compensation consultant in making compensation decisions for hhmi's president, other officers, and key employees. The decision is made by independent trustees. Any trustee who has a conflict of interest with respect to a specific officer or key employee must recuse himself or herself from the decision on that person's compensation and leave the meeting room during the debate and vote on it. In the alternate years when a study is not done, the trustees confirm with the independent compensation consultants that the range of any proposed merit increases for hhmi employees, including senior management, is reasonable compared with the generally prevailing compensation increases in the market over the past year. The board of trustees relies on this advice in making compensation decisions for hhmi's president, other officers and key employees. Recusal procedures are the same as in the years when a study is done. In each year, minutes of the discussions and decisions regarding compensation are prepared after each meeting and are submitted for approval at the next meeting. Approved minutes are kept in hhmi's records. All minutes include the date of the meeting, identify those trustees who attended and voted on the compensation arrangements, and note any recusals of trustees with a conflict of interest. The comparability studies and opinions relied on at the meeting are referenced in the minutes, and copies of these materials are also kept in hhmi's records. Hhmi's board of trustees followed this process in august 2025 in determining compensation for the following positions for fiscal year 2026: president, other officers, and investment department managing directors.”

“Hhmi's certificate of incorporation and by-laws are available on request. Hhmi's code of conduct, which addresses conflicts of interest, is available to the public on the hhmi website. A downloadable copy of hhmi's most recent audited financial statements is also available to the public on the website.”

“Grant write-offs - 31470000; Grant refunds - 805608; Other components of net periodic benefit cost - -14229244; Total - 18046364;”