Cate School

“Executive committee may excercise all of the powers of the board with respect to the current business or ordinary administration of the affairs of the corporation; but the executive committee shall not have the power to authorize the sale of real property or the contracting of any secured obligation by the corporation or the placing of any lien upon any of its property or to alter the bylaws of the corporation in any manner.”

“Form 990 reviewed by assistant head of school for finance and operations sandi pierce and then presented to the board of trustees for review and approval.”

“All directors, officers, and employees, with a direct or indirect conflicting interest, including any financial interest, are required to comply with the conflict of interest policy and complete an annual statement reporting any potential conflicts. Annually, during a trustee meeting, board of trustees members disclose any conflicts of interest. Any potential conflicts are investigated and resolved. The board may approve a transaction involving a trustee or an officer if all facts are disclosed in good faith and noted in the board minutes, or are known to all members of the board prior to consideration by the board of such transaction; such contract or transaction is authorized in good faith by majority of the board by a vote sufficient for that purpose excluding the vote of the interested trustee; prior to authorizing or approving the transaction, the board considers and in good faith determines after reasonable investigation under the circumstances that the corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and this corporation enters into the transaction for its own benefit, and the transaction is fair and reasonable to this corporation at the time the transaction is entered into. Should a trustee have a conflict, that conflict would be reviewed by the board chair/executive committee and steps taken would be defined based on the conflict and any potential impacts it could have on the school and it's decision making. Possible sanctions could include requiring the trustee recuse themselves from proceedings and decision makings, or removal from the board.”

“The board of trustees reviews annually comparable data for the head of school (ceo). This data includes a review of head of school compensation and benefits using the industry's primary data source, nais (national association of independent schools), as well as california specific data. As part of this process, and using the nais database, the board reviews the head's of school compensation from 20 schools that are comparable to cate in a variety of factors including size of student operations, strength of program, and with whom we compete for students and faculty. The board and head of school undertake an annual review process on the work of the head of school and that, too, is part of the final compensation setting for the subsequent school year. In addition, the head of school uses the nais database when setting annual compensation figures for the other officers and key employees. Using the same 20 schools in the nais, the head of school reviews the compensation data for the key administrators at the school to ensure marketplace reasonableness and similarly looks at the california landscape in addition to nais. The calisboa database is a key resource in gathering information specific to california. This process was last completed in 2024 for the head of school by the trustees and for key administrators by the head of school.”

“School will provide copies of its governing documents, conflict of interest policy and financial statements available to the public upon request.”

“Change in split interest 26,656. Loss on uncollectible contribution receivable -1,380,000.”

“Selection of independent accountant: the process for oversight and selection of the independent accountant has not changed from the prior year.”