Monterey Bay Aquarium Support Services

“MBASS DOES NOT HAVE EMPLOYEES. ALL OFFICERS OF MBASS ARE FULL TIME EMPLOYEES OF MBASS' SUPPORTED ORGANIZATION, THE MONTEREY BAY AQUARIUM Foundation ("THE AQUARIUM"). THE SERVICES ARE PROVIDED BY THE AQUARIUM TO MBASS WITHOUT CHARGE AND THEIR COMPENSATION IS REPORTED BY THE AQUARIUM. THE AQUARIUM'S PROCESS FOR DETERMINING THE COMPENSATION OF THE PRESIDENT, CFO, AND OTHER HIGHLY COMPENSATED EMPLOYEES IS AS FOLLOWS: The Aquarium Board delegates to the Executive Compensation Committee the performance review and compensation approval of the President, Chief Financial Officer, and any other officers or senior staff who are highly compensated. The Executive Compensation Committee is comprised of independent trustees. Based upon performance reviews and comparable salary information, the Committee determines that the compensation is fair, just and reasonable and approves the Executive Director's recommendation of total compensation for the CFO and all other Key employees, including all employees who are directors and officers of MBASS. In each case, the review and approval is contemporaneously documented in the minutes of the Committee and the Board, respectively. BECAUSE MBASS RELIES ON THE Aquarium TO DETERMINE COMPENSATION, THIS QUESTION HAS INTENTIONALLY BEEN ANSWERED "NO" IN ACCORDANCE WITH IRS INSTRUCTIONS TO FORM 990.”

“By resolution of the Board of Directors, Monterey Bay Aquarium Support Services has filed an Agreement of Merger effective August 22, 2022 with the Office of the Secretary of State in accordance with California Corporations Code Section 6014 to merge its assets, liabilities, and operations into Monterey Bay Aquarium Foundation, a related section 501(c)(3) organization. All remaining and liabilities of MBASS were distributed to Monterey Bay Aquarium Foundation in accordance with the MBASS governing documents and the existence of MBASS as a separate legal entity ceased effective August 22, 2022. The Agreement of Merger is attached.”

“The organization's sole member is the monterey bay aquarium foundation.”

“The organization's sole member, the monterey bay aquarium foundation, has the power to elect all of the directors of mbass, and, without cause or explanation, may cancel the election of any person as a director, or may remove any director of the corporation.”

“The organization's sole member is the monterey bay aquarium foundation.the organization's sole member: (i) has the power to approve any adoption, amendment, restatement, revision or deletion of the article of incorporation or bylaws, (ii) approve any merger, substantial disposition of assets, or sale of assets, other than in the ordinary course of business, and (iii) approve any proposed actions to borrow money or incur indebtedness, other than trade payable entered into in the ordinary course of business.”

“The aquarium's controller provides all information needed for the form 990 to crowe llp based on audited consolidated financial statements. Crowe llp prepares and reviews the form 990, which is then reviewed by the mbass cfo, and by the executive director of mbaf, and legal counsel. A final draft is provided to the mbass board of directors prior to filing.”

“MBASS IS SUBJECT TO THE CONFLICT OF INTEREST POLICIES AND PROCEDURES OF THE SUPPORTED ORGANIZATION, MONTEREY BAY AQUARIUM FOUNDATION ("THE AQUARIUM"). CONFLICT OF INTEREST POLICY - THE AQUARIUM'S EXECUTIVE DIRECTOR'S OFFICE ASSURES THAT ALL DISCLOSURES FORMS (AND MITIGATION PLANS, IF APPLICABLE) HAVE BEEN RECEIVED BY JANUARY 31 OF EACH YEAR FROM ALL TRUSTEES AND OFFICERS, PREPARES A SUMMARY OF DISCLOSURES, AND FORWARDS THE COMPLETED FORMS AND THE SUMMARY TO THE AQUARIUM'S CONFLICTS REVIEW PANEL, CONSISTING OF THE AQUARIUM'S EXECUTIVE DIRECTOR, LEGAL COUNSEL, CHIEF HUMAN RESOURCES OFFICER, CHIEF FINANCIAL OFFICER ("CFO"), AND Manager, Executive and Board Administration. TRUSTEES AND OFFICERS ALSO ACKNOWLEDGE RECEIPT AND UNDERSTANDING OF THE AQUARIUM'S COI POLICY IN CONJUNCTION WITH PROVIDING THE ANNUAL DISCLOSURES. FOLLOWING REVIEW BY THE PANEL, THE PANEL'S FINDINGS AND THE DISCLOSURES ARE PROVIDED TO THE AQUARIUM BOARD'S AUDIT COMMITTEE, WHICH REVIEWS THE DISCLOSURES AND MAKES A REPORT TO THE AQUARIUM BOARD AT ITS MARCH BOARD MEETING. BOTH THE PANEL AND THE AUDIT COMMITTEE ANNUALLY EVALUATE THE EFFECTIVENESS OF THE PROCESS. THE MBASS CFO ASSURES APPROPRIATE REPORTING TO THE EXTERNAL AUDITORS AND TAX FILINGS PREPARER. TRUSTEES AND OFFICERS HAVE A CONTINUING DUTY TO MAKE ADDITIONAL DISCLOSURES THROUGHOUT THE YEAR IF WARRANTED.”

“Mbass makes its consolidated (with the aquarium) audited financial statements available to the public by posting on the aquarium's website. The form 990, conflict of interest policy, and governing documents are provided upon request.”

“In 2022 the organization merged with the monterey bay aquarium foundation ("the aquarium"), a california non-profit public benefit corporation and the filing organization's sole member, and ceased operations.”

“Property Management - Total Expense: 88583, Program Service Expense: 88583, Management and General Expenses: , Fundraising Expenses: ; Parking Management - Total Expense: 77614, Program Service Expense: 77614, Management and General Expenses: , Fundraising Expenses: ;”

“Transfer of assets to the monterey bay aquarium foundation with merger - -27568518;”