Southwest Research Institute

“Sam G. Dawson, Director and Phillip D. Green, Director- Business Relationship.”

“A summary of Form 990 was reviewed with the Audit Committee of the Board of Directors. Schedule J compensation data was reviewed with the Compensation Committee. A copy of the completed Form 990, including all schedules, was electronically provided to all board members prior to filing.”

“Directors and Officers of the organization are obligated under the conflict of interest policy to report all conflicts, to disclose all interests that could arise to conflicts, and all covered family and business relationships when completing the required annual disclosure questionnaire. The General Counsel's Office monitors the conflict of interest policy and reviews the annual disclosure questionnaires. Potential conflicts of interest are reviewed by the non-interested directors or committee members. Failure to disclose a conflict of interest will result in appropriate disciplinary and corrective action as determined by the Board or committee.”

“Determination of Compensation: SwRI's strategy is to provide compensation that is fair, reasonable, and consistent with compensation paid for similar work in relevant labor areas and with compensation paid by Institute competitors in the markets for scientific research and development (R&D) and other technical services. The principal compensation authority is vested with the Board of Directors; however, the President of the Institute retains the authority to determine how various programs will be structured and administered subject to the oversight of the Compensation Committee of the Board of Directors. The Committee uses reputable compensation survey data, gathered annually, to compare the compensation of Officers to peer groups, within the relevant market segments, targeting an appropriate percentile corresponding to performance both for the year in question, and considering longer-term performance trends for total compensation. This review shall include comparative analysis of compensation paid by the Institute to compensation paid by local, sector, and national applied research and development organizations of similar size, both for profit and nonprofit organizations. The Committee engages the services of an external compensation advisor when conducting such comparability studies. Compensation Committee Review and Approval: The Board of Director delegates to the Committee the responsibility, in consultation with the President to review, approve and inform the Board of Directors of the changes in annual compensation and benefits for all Officers, except the President and Executive Vice President. The Committee will review the performance of the President and Executive Vice President and make a recommendation to the Board of Director for the total compensation for both of these officers. Adequate documentation is created contemporaneously and maintained to substantiate the basis for the Committee's and the Board of Directors' determination of total compensation for the President and all other Officers.”

“The organization's governing documents, conflict of interest policy and financial statements are available to the public upon written request to the organization's Treasurer.”

“Change in obligation for post retirement benefit (net) -2,836,745.”