Pitzer College

“The Executive Committee consists of the Chair of the Board, the Vice-Chair of the Board, the President of the College, the chairperson (or, alternatively, the vice chairperson) of each standing committee, two at-large Trustees (appointed by vote of a majority of the Trustees then in office). Subject to limitations contained in California Corporations Code Section 5212(a) and additional limitations contained in the Pitzer College Bylaws, when the Pitzer College Board of Trustees is not in session, the Executive Committee has the authority of the Board of Trustees.”

“The College amended its Bylaws for the following: 1) The Board must periodically fix the authorized number of Trustees within the permitted range of 5-45 as required by law and for purposes of determining a quorum. 2) Only Trustees may be voting members of the Audit & Risk Management Committee (A&R Committee) and that the A&R Committee recommends the acceptance of the audit for the full board to approve 3) Defined a quorum as the lesser of: a majority of trustees then in office, or fourteen; but in no event leses than one-fifth of the authorized number of trustees 4) Revise the Chair position to clarify general powers and duties of management”

“Pitzer College's review process of the Form 990 includes various members of management as well as governing board members. Pitzer has engaged outside accounting firm to complete the Form 990, where information is provided to them from: the College's Business Office (BO) Assistant Vice President of Finance, VP of Finance and Administration, Pitzer Human Resources Department, the financial services Assistant Controller and Controller for the College. Once the final draft is prepared, the VP of Finance and Administration reviews the information with the BO team and any final revisions are made. A meeting is then scheduled with the College's Audit Committee where the final Form 990 is presented to them for review and approval. Once approved, the Form 990 is placed on the College's Board Effect's portal for all the voting Board of Trustees to review prior to filing.”

“Pitzer has a Conflict of Interest Policy that prohibits trustees, officers and employees from using their positions and knowledge in any way that could create a conflict between the interests of the College and their own interests. The policy also requires that trustees, officers or other employees promptly report to the Trustee Audit Committee, any transaction or situation, pertaining to themselves or others, that may be a conflict of interest. Each trustee, officer and senior administrator must annually sign a statement documenting any existing or potential conflict of interest. The results of this annual reporting are reviewed by the Trustee Audit Committee. If any conflicts were identified during this documentation process, the Trustee Audit Committee would report this to the full board for their review and action, if warranted. In addition, it is the practice of trustees to recuse themselves from discussion and voting in circumstances where there may be a potential conflict of interest.”

“The College uses benchmark salary data from comparable higher education institution groups for all employees, including executive management positions. Salaries are also reviewed annually in relation to performance as evidenced by annual written performance evaluations and years in position. Compensation for Pitzer's top executives is reviewed and approved by the Trustee Compensation Committee whose charge, drawn from the Bylaws, is as stated below: 4.11 (a)(i) Compensation Committee. There shall be a subcommittee of the Executive Committee known as the Compensation Committee that shall review and approve the compensation, including benefits, of all of the following: (a) the President, (b) the Treasurer, and (c) every person, regardless of title, with powers, duties or responsibilities comparable to a president, chief executive officer, treasurer or chief financial officer. The review shall be conducted in accordance with California Government Code Section 125856(g). The Compensation Committee shall be composed of independent Trustees and shall not include the President or Treasurer. In addition to the President and Treasurer, the Trustee Compensation Committee reviews and approves compensation for the Vice President of Academic Affairs as this position is designated to act as the chief executive officer in exigency. For the Treasurer and Vice President of Academic Affairs, the Compensation Committee reviews and approves recommended compensation after reviewing performance, and salary and benefits in relation to the average salary and benefits packages of selected peer organizations and years in position. Minutes of the committee and the analyses are kept in confidentiality, limited to the committee, the President, the Secretary of the Board, the Vice President for Administration and Finance/Treasurer, and the Director of Human Resources. The Director of Human Resources retains the minutes and analyses as documentation of this process. President's contract: As outlined in Pitzer College's Bylaws, the Board's Executive Committee annually conducts a performance review of the President. Under the Bylaws, if any changes to the President's employment contract, including salary and benefits, are considered appropriate and necessary, these changes are constructed carefully by the Compensation Committee, in discussions with the President, reviewed by the Executive Committee and submitted to the full Board of Trustees for discussion and approval. In particular, the Board discusses the President's performance, the external market for comparable presidents at peer liberal arts colleges and the overall needs and means of Pitzer College. After discussion, and given the importance that the Board attaches to its supervision of the President, the Board attempts to achieve a consensus in favor of -- and then formally approves -- all compensation decisions.”

“- Governing documents are not available to the general public - Conflict of interest policy is not available to the public - Audited financial statements are available on the College's website”

“Comprehensive Gain/(Loss) on defined benefit plans -453,512. Actuarial adjustment -179,883.”