Harvey Mudd College

“The Executive Committee is composed of the Chair of the Board, the Chair and Vice Chairs, if any, of the Executive Committee, all Vice Chairs of the Board; the Chairs of all Standing Committees; and the President of the College. Subject to Section 2 of Article IV, the Chair of the Board, after consultation with the President, the Chair of the Executive Committee, the Vice Chair(s) of the Board, and the Chair and Vice Chair of the Board Affairs Committee, may appoint members at large of the Executive Committee. Subject to limitations contained in California Corporations Code Section 5212(a) and additional limitations contained in the Harvey Mudd College Bylaws, when the Harvey Mudd College Board of Trustees is not in session, the Executive Committee has the authority of the Board of Trustees.”

“HMC utilizes a process for review of the IRS Form 990 Return of Organization Exempt from Income Tax that involves multiple layers of management as well as governing board members. HMC has engaged an outside accounting firm to prepare the Form 990 using information provided by the Office of Financial Services, Office of Financial Affairs, and the Office of Human Resources, and changes are made as needed. Once a revised draft is available, it is reviewed by the Controller, Senior Director of Finance and Budget, Assistant Treasurer and Financial Analyst, and the Vice President, Chief Operating Officer, and Treasurer. After this review and any resulting changes are complete, the revised draft is provided to members of the HMC Audit Committee for questions and comments. Once questions and comments from the Audit Committee are fielded and issues resolved, the Audit Committee accepts the Form 990, and the Form 990 is provided to all voting members of the Board of Trustees prior to filing.”

“Conflict of Interest Policy Compliance: STAFF: College employees who are directly or indirectly involved in purchasing or other financial transactions involving the College are required, on an annual basis, to complete and submit a Conflict of Interest Staff Disclosure Form for his or her supervisor's review. SUPERVISORS: - On an annual basis, supervisors review the policies related to Conflict of Interest and specifically Purchasing and Contracts, Gifts and Gratuities, Employment of Relatives, and Consulting and Outside Activities with all staff who report to them; - obtain and review disclosure forms from those who are required to complete them for possible conflicts; - review forms for completeness and, where necessary, take any follow up action that is appropriate. If there is a conflict of interest or the appearance of one, the supervisor reviews the disclosure form with the staff member and/or refers the situation to the appropriate Cabinet Member. If the situation warrants, the Cabinet Member will confer with the Human Resources Office. OFFICERS/BOARD OF TRUSTEES: Each trustee and officer annually completes and executes a Declaration, which affirms that such person has received a copy of the Conflict of Interest Policy, has read and understands the Policy, and has agreed to comply with the Policy. Annual Declarations are submitted to the Secretary of the Board of Trustees, who compiles the data and reports the results to the Board Executive Committee through the Audit Committee. A trustee or officer discloses through the Declaration form the existence of any financial or other interest, which could give rise to a conflict of interest. Disclosures of actual or potential conflicts of interest made by any trustee are referred to the Board Executive Committee (Committee). Any action taken by the Committee regarding conflicts of interest requires approval by the Board of Trustees. Disclosure of actual or potential conflicts of interest by any officer (who is not a trustee) is delegated to the President of the College, who reviews the final determination with the Chair of the Board of Trustees before any action is taken. Trustees recuse themselves on votes if there is a conflict of interest.”

“The Trustee Compensation Committee utilizes benchmark salary data from comparable higher education institution groups for the executive management positions of President, Vice Presidents, officers, key employees, and disqualified individuals. Compensation data is gathered of peer group institutions, which is available from subscribed survey data sources. The salary medians of the comparable education institution groups will inform the committee and be used as guides. The Committee will also review salary in relation to local and national inflation measures, individual performance, as evidenced by the annual written performance evaluations, and the individual's length of service in the position. Detailed analyzed data is presented to the Committee for review and discussion. After review and discussion of report results, performance evaluations, and any requested additional clarification, the Committee, in executive session with the President and Board Secretary, determines salary increases for Vice Presidents and others. The Board Secretary is excused, and the Committee determines the Board Secretary's salary increase. The President is excused from the meeting and the Committee develops a recommendation to the Board of Trustees for the President's salary increase. Minutes of the Committee and the analyses are kept in confidentiality limited to the Committee, President, Board Secretary, Vice President, Chief Operating Officer and Treasurer, and Assistant Vice President/Chief Human Resources Officer. The Assistant Vice President/Chief Human Resources Officer retains the minutes analyses as documentation of the process. The Committee presents its report on the President's recommended salary increase to the Board of Trustees during the May board meeting. The Board of Trustees carefully consider the recommendation and the analysis performed by the Compensation Committee prior to approving the President's salary increase. The compensation analysis was last completed in April 2024.”

“- Financial statements are available on Harvey Mudd College's website. - Conflict of interest policy is available to the public upon request. - Governing documents are not made available to the public.”

“Actuarial Adjustment 986,210.”