The Salk Institute for Biological Studies

“Form 990, part vi, section a, lines 1a, 6, 7a, 7b line 1a: the executive committee shall advise and aid the officers of the corporation in all matters concerning its interests, including without limitation all matters relating to compensation and benefits, and shall possess and may exercise, during the intervals between the meetings of the board of trustees, all the powers and authority of the board of trustees in the management of the business and affairs of the corporation, including the power to authorize the corporate seal to be affixed to any and all documents which may require the same to be affixed thereto, insofar as such seems to the executive committee for the best interests of the corporation, in all cases in which specific directions shall not have been given by the board of trustees, except that the executive committee shall have no power to adopt, amend, or repeal the by-laws. Line 6: membership of the corporation consists of the persons elected to the board of trustees and three members from among the resident and non-resident fellows and professors chosen and elected annually by the resident and non-resident fellows and professors. Line 7a: the members of the corporation elect the trustees. Line 7b: the members of the corporation may alter, amend, or repeal the by-laws by vote.”

“Form 990, part vi, section b, lines 11b, 12c, 15a/b line 11b: the form 990 is prepared by the institute, internally reviewed by the chief financial officer and externally reviewed by the tax department of a public accounting firm. A copy of the prepared form 990 is provided to all board members and the audit committee for review and discussion prior to electronic filing. Line 12c: annually, the conflict of interest disclosure statement is sent out for completion by the members of the board of trustees, senior members of administration and researchers. The designated official for each group reviews the completed forms and brings any potential conflict of interest to the respective committees for review. Upon determination that a conflict of interest exists, the following conditions or restrictions may be imposed: a. Monitoring of activities generating the conflict by another member; b. Disqualification from participation in the activities giving rise to the conflict; c. Modification of responsibilities to avoid conflicts; d. Public disclosure or divestiture of significant financial interests; e. Modification of the research plan or removal of the affected researcher from the research; f. Severance of relationship that creates actual or potential conflicts; g. Termination of employment. Line 15a/b:in fiscal year 2017 (july 1, 2016 june 30, 2017), an independent consultant was retained by the salk institute to analyze and advise on the competitiveness of the base salary and total compensation (including benefits) for the vice president, external relations. Total compensation was compared to like roles among organizations providing similar services in the research industry, including both for-profit and not-for-profit organizations. The consultant considered the size and scope of operations of the incumbent and the guidelines articulated in the salk institute executive compensation policy. The consultant gave the opinion that the methodology employed for that period for executive compensation recommendations and decisions was appropriate to establish reasonableness. Human resources completed a similar total compensation analysis for all executives. The compensation committee was provided market data comparison to like roles among organizations providing similar services in the research industry and not-for-profit sectors. Human resources gave the opinion that the total compensation was well within the reasonable range of competitive practices and in line with the guidelines articulated in the salk instiutute executive compensation policy. A compensation committee was formed in 2014 to evaluate executive compensation. The committees purpose is to act on behalf of the board of trustees to evaluate the performance of the president/ceo; to determine on an annual basis, appropriate compensation for the president/ceo, vice presidents and/or equivalent persons; and to recommend to the board plans and policies pertinent to the compensation for these executives. The opinions from the independent consultant and human resources were reviewed by the compensation committee, the executive committee of the board of trustees, and the full board of trustees excluding the president due to a conflict of interest with respect to the compensation arrangements. The deliberations and decisions regarding the compensation actions were included in the minutes of the compensaton committee meeting, the executive committee meeting and the full board of trustees meeting. Copies of both reports were attached to the minutes of the meetings.”

“Form 990, part vi, section c, line 19 upon request, the office of the chief financial officer makes available to the public the institute's governing documents and conflict of interest policy. Financial statements are available on the salk web site.”

“Form 990, part xi, line 9 postretirement benefit changes other than net periodic benefit cost - $556,360; unrelated business income $(36,544); rounding - $4.”

“Form 990, part vii, directors compensation the following individuals were compensated for the following services and not paid as trustees: edward m. Callaway, ph.d. - professor; martin hetzer, ph.d. - professor, alan saghatelian, ph.d. - professor.”