The Arizona Sports Foundation

“The board of directors delegates some board authority to an executive committee. The purpose of the executive committee shall be to make routine business decisions for and on behalf of the board of directors and the corporation. All members of the executive committee shall be directors. The executive committee shall not be authorized, without the approval of a majority vote of the directors present, in person or by proxy, at a duly convened meeting at which a quorum is present, to take any actions that require the approval of the board of directors of the corporation. The executive committee shall report its business decisions to the directors at the next regularly scheduled or special meeting of the board of directors, as the case may be. Subject to a majority vote of the directors present, in person or by proxy, at a duly convened meeting at which a quorum is present as set forth in section 6.01 above, the members of the executive committee shall include the chair, immediate past chair, chair-elect, treasurer, secretary, the chairs of the nominating and governance committee and audit & compliance committee, and two other directors nominated by the chair and approved by the board of directors from time to time. The chair shall serve as the chair of the executive committee. All other aspects of the function and procedures of the executive committee shall be decided by the board of directors. Additionally, except as may be otherwise approved by the board of directors from time to time, all expense reimbursements of the executive director are reviewed by the cfo for policy adherence and reviewed and approved monthly by at least two members of the executive committee. Expense reports submitted by board members and executive committee members will be approved by the cfo, for policy adherence, and at least two members of the executive committee or board (as designated by the board) who did not participate in the activities to be reimbursed.”

“The articles were amended during the year as a result of the entity changing their name.”

“The return is prepared by the organization's independent public accounting firm followed by management's final review. Once the return is completed and reviewed, the form 990 is provided to the audit and compliance committee for their review. After the committees' review the return, it is presented to the board of directors. Upon review and approval by the board of directors, the return is filed.”

“The organization annually requires all members of the board of directors to complete a conflict of interest disclosure and sign the conflict of interest policy. Copies of all conflict of interest statements are provided to the audit committee. Procedures also include reviewing transactions against both the forms submitted and all known business associations of our board members. Employees complete the disclosure annually as well. (i) the chairperson of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. (ii) after exercising due diligence, the board or committee shall determine whether the foundation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. (iii) if a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors in accordance with the bylaws whether the transaction or arrangement is in the foundation's best interest and for its own benefit and whether the transaction is fair and reasonable to the foundation and shall make their decision as to whether to enter into the transaction or arrangement in conformity with such determination.”

“Compensation is reviewed annually by the board of director's compensation committee and governed by the executive compensation committee charter. The committee is comprised of the chair of the board, chair-elect of the board and the immediate past chair of the board. The committee is charged with the annual review and approval of the total compensation package proposed for the executive director. The committee undertakes actions necessary to carry out the purposes of the committee, including but not limited to: - conducting an annual review of the performance of the executive director based upon evaluation criteria developed by the committee and the board of directors. - conducting an annual review of compensation comparability data for the executive director. Comparability data shall consist of compensation paid to individuals with functionally similar positions. Sources of comparable data may include, but not be limited to: bowl season compensation survey, irs 990 filings of similar non-profits (i.e. Obtained through guidestar.org) and other third-party research. Compensation consultants may be utilized if deemed necessary by the committee. - overseeing the development of the executive director's annual incentive plan with a formal review at year-end to determine achievement of established goals and targets. - documenting and delivering an annual report to the board on the substance of the committee's performance evaluation and compensation review process, including the approved compensation package, the names of the members of the committee who participated in the committee's deliberations, the comparability data relied upon by the committee, and the reasons for any departure from the range of reasonable compensation provided by such data. The compensation committee and executive director determine key employee pay ranges. Comparable organization 990 and bowl season compensation survey data are used in the analysis. The board of directors approves the personnel budget annually which is documented by board minutes. The process described here was last completed in 2024.”

“The organization makes public its governing documents, including its by-laws and 501(c)(3) determination letter, as well as key policies such as the code of conduct, code of ethics, conflict of interest, expense reimbursement, political activity, record retention and destruction, ticket policy and whistleblower protection. All documents are available for public viewing at https://www.fiestasportsfoundation.org/sports/2019/10/24/governance. The organization does not make its financial statements available to the public.”

“The fiesta sports foundation (fsf) and its related affiliates (arizona collge football championship foundation (acfcf), fiesta events, inc (fei), and valley of the sun bowl foundation (vsbf) have a common board of directors. A board member is considered independent if they receive no compensation as an employee and have no reportable transactions on schedule l in a capacity other than as a board member. If a board member is considered not independent for one organization, they are considered not independent for all related organizations. Under the policies and procedures of the organization, board members must recuse themselves from the discussion and vote of any related transaction.”

“The employees devoting time to the fiesta sports foundation (fsf) and its related affiliates (arizona collge football championship foundation (acfcf), fiesta events, inc (fei), and valley of the sun bowl foundation (vsbf)) are all employees of fsf for payroll tax purposes. Costs related to personnel are shared amongst all affiliated entities and are reported on part ix as employee related expenses.”

“The oversight and selection process has not changed from the prior year.”