Texas A&M Foundation

“Significant changes to governing documents: the texas a&m foundation's bylaws were amended and restated by its board of trustees on may 19, 2023, to be effective july 1, 2023, the beginning of the following fiscal year. The bylaws were updated to make proper reference to existing law, modernization of certain organizational provisions, and update various provisions related to trustees, committees and officers/employees.”

“Members, stockholders, or other persons who had power to elect or appoint: each year as one trustee term ends, a new trustee is selected by the board of directors of the association of former students, a separate organization that also supports texas a&m university.”

“Form 990 review process: discussion of the form 990 was an agenda item at the march 2024 audit/finance meeting, as well as the board of trustee meeting. All members of the board of trustees received a copy of the 990 prior to the meeting for their review. The vice president and chief financial officer presented the form 990 and answered all questions posed prior to being approved.”

“Conflict of interest policy monitoring and enforcement: the officers, trustees, and key employees are provided a copy of the organization's conflict of interest policy and a disclosure form each year. The disclosure forms are returned and reviewed by the organization's in-house counsel and reported to the chairman of the audit committee. With a board of only seven trustees, it is relatively easy to discern who among the members of the board, officers, and key employees may have a relationship which requires disclosure. If review of the disclosure form does not reveal what is expected to be disclosed, the individual is contacted by an officer of the organization familiar with the reporting requirements to provide additional explanation and a revised disclosure form is returned. The form states that it is the responsibility of the officer, trustee, or key employee to update the disclosure if circumstances occur throughout the year which necessitate a change in the information supplied.”

“The compensation committee of the organization reviews and approves total compensation of all officers and the chief investment officer. The officers included in this review are the president and ceo, senior vice president for development, vice president and chief financial officer, and vice president and general counsel. Comparability data for all positions under review is presented to the committee. The compensation committee is composed of four members of the board of trustees who are uncompensated volunteers. The president and ceo of the organization is present for a portion of the committee meeting to present performance and accomplishments of the officers and cio. None of the other officers, nor chief investment officer, are present for any portion of this discussion. The president and ceo is excused from the meeting for the committee to discuss his performance and the decision regarding his compensation. None of the officers, nor chief investment officer, are voting members of the compensation committee or the board of trustees. The discussion, deliberation, and decision for all positions under review by the compensation committee is recorded in the minutes of the committee prepared by the president and signed by the chair of the committee for presentation and approval at the next meeting of the committee. The full board of trustees receives an oral report of the committee meeting from the committee chairman and the board approves actions taken by the committee. Every 3-5 years the foundation engages an outside independent consultant hired to review compensation practices including base and total cash compensation to ensure salaries are comparable to similar organizations and market conditions. A targeted compensation study focusing specifically on compensation within the investments job family was initiated and conducted by independent consultant, sullivan cotter, and presented to the compensation committee in 2022. Most recently the compensation committee relied on data provided by independent consultant, the qti group, who in 2023 conducted a calibration study for officer positions as well as for job categories organization wide.”

“Documents made available to the public: the articles of incorporation for the organization are available to the public on request from the office of the secretary of state and are frequently requested and supplied in the course of grant applications to private foundations and corporate foundations. The bylaws are available on request to the organization by members of the public. The conflict of interest policy is maintained within the organization's general policies and procedures and has not been presented to the public in any manner. However, if requested, the organization's conflict of interest policy would be made available to any member of the public requesting this information. The foundation produces an annual report which includes the statement of financial position and statement of activities and changes in net assets. This report is mailed to many donors. The complete audited financials are available upon request.”

“Other changes in net assets: loss due to change of donor pledges $ (8,630,171)”