Chapman University

“The form 990 was prepared with an outside accounting firm and reviewed by the audit committee. Subsequent to its review, the audit committee reports back to the board of trustees regarding its oversight of the form 990 and the final form is provided to the entire voting board before the return is filed.”

“The university compliance officer is charged with monitoring proposed or ongoing transactions for conflicts of interest and addressing any potential or actual conflicts. Pursuant to the conflicts of interest policy, an annual conflict of interest questionnaire, aimed at determining any family and business relationships and transactions or other transactions that may pose a potential conflict, is distributed to all covered persons (i.e., board members, officers and executive leadership or key employees). Covered persons are required to disclose real or potential conflicts at the time when such conflicts arise. When someone becomes a covered person and annually thereafter, each covered person is required to sign a statement affirming that he/she: (1) has received a copy of the conflicts or interest policy; (2) has read the policy and understands the policy; and (3) agrees to comply with all requirements of the policy, including completing the conflicts of interest questionnaire. The completed questionnaires are reviewed by the university compliance officer and the results are reported to the full board of trustees as defined by the university's bylaws. Furthermore, the trustee or key employee shall absent himself or herself from discussions of, and abstain from voting on, such matters under consideration by the board of trustees or its committees. The minutes of such meetings shall reflect that disclosure was made and that the trustee or key employee who has a conflict or possible conflict abstained from discussing or voting on the matter. Any trustee or key employee who is uncertain whether a conflict of interest may exist in any matter may request that the board or committee resolve the question in his or her absence by majority vote.”

“The board appoints an executive compensation committee, comprised solely of independent directors, none of which have a conflict of interest with respect to the compensation arrangement, to be accountable for setting reasonable compensation packages. The results from the committee meeting are then reported to the full board of trustees in executive session. The committee hires qualified independent compensation and benefits specialists (independent experts) to review, analyze and provide benchmarking data for the total compensation and benefits packages on an annual basis. In 2018 the committee engaged an independent consulting firm to prepare an executive compensation study that was presented to the committee on august 31, 2018 which was approved by committee and forwarded to the full board of trustees for approval. Subsequent to the tax year end, the compensation committee reviewed and approved and updated compensation study on august 24, 2024 for the next tax year. Key deliberations of the committee are contemporaneously documented in minutes which are approved at the next committee meeting. Documentation includes the terms of the deliberations and those who voted on it, and a description of the comparability data relied upon and how it was obtained. The process for determining compensation packages for other officers and key employees is the same as the process for the university president.”

“While federal tax laws do not mandate that the university's governing documents, conflict of interest policy and financial statements be made available for public inspection, the university makes it financial statements available on the university's website and upon request.”

“Annuity adjustment 435,932.”